To Save a Life
by Melodic Shadows
Summary: Is it wrong to keep trying? We speak of undying hope, of a better world for all...and abandon our friends at the same time. But this time, I will save her, no matter what. MadoSaya later on.
1. Prologue: A Girl's Grief

Another attempt at a chapter story, folks. I honestly disagreed with the ending of PMMM, but this is from a guy that played Tales of Symphonia. Plenty of conflicting morals, which I absolutely love when writing a story.

Anyways, shutting up. Let's get to it.

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><p><strong>To Save a Life<strong>

* * *

><p>From the time it began, she wanted it all to end.<p>

Overhead, the night sky was fragmented by the flickering street lights, clinging to life through sheer willpower, desperately trying to keep the warm glow alive. The railway station, though normally closed at night to deter trespassers, offered no enforcement of these rules. Though notorious for gang activity and the occasional train screeching by on its never ending stop, the place was a ghost town during the twilight hours, barren to all forms of life.

Yet she still found herself here anyways.

Sitting on a seat near the railway ticket check-in, Sayaka Miki felt the final trace of tears slip from her weary eyes. Glancing at the blackened form of her Soul Gem, she laughed to herself; a quaint, yet humorless laugh meant only to pierce the tension in the cool night air. Her gem swirled with dark energy, all of her misery and grief locked and contained within the device that was her prison. The once bright blue interior now glowed a deep navy, colored black by the amount of grief stored within. Several visible cracks were steadily spreading across the clear surface, the tidal wave of grief and sorrow threatening to break the dam that was it's housing and be known, to her, to her friends, and to the world. And yet, for some reason, Sayaka couldn't bring herself to care.

"_Because all I am is a husk..."_

She remembered that day she made the contract. She remembered her pledge to be an ally of justice, to fight against the forces of evil. Her wish at that time seemed so meaningful, so worth it...

* * *

><p>"<em>Is that what you want?"<em>

_Kyubey stared at the soon-to-be Puella Magi with the same gaze as always, his tail swishing innocently about. Atop the roof of the hospital, the sun was just beginning to set, casting an orange hue_ _along the city skyline, coating the two inhabitants in the evening glow._

_Locking eyes with the Incubator, Sayaka nodded. "It's...it's possible, right? To fix his-"_

"_Oh, definitely. Don't worry, your wish is a good one." Kyubey said. "Just confirm the wish, and it will be granted. So long as you understand what you're getting into."_

"_I do." Sayaka said without hesitation. Kyubey merely nodded._

"_Then let's get started."_

_With a great flash of light, the Incubator's will manifested itself upon Sayaka's human form. The metaphysical energies pushed Sayaka into the air; the creation of her Soul Gem, her fighting power, was a painful process at best._

_For what reason it was, Sayaka didn't care. All she wanted was to save the man she loved._

_That's what mattered, right?_

_Hitting the ground with a dull *thwack*, the girl immediately braced for the inevitable pain in her neck and lower spine, the impact landing her flat on her back. However, all she felt was a dull impact, her head feeling like it landed on slightly stiff cotton._

_Kyubey stood above her, looking into her eyes with the same monotonous stare as always. Leaping off his perch, he moved over to sit next to Sayaka's head. _

_"Are you alright?"_

"_Yeah...I think so." Sayaka slowly tested out her limbs, moving each one gingerly to assure that they were in working order. _

_When she got to her hands, she noticed with a surprising realization at the Soul Gem that now resided in her hand. It's outer casing, embalmed in a golden shine, contained a bright glowing sea of sky blue, matching Sayaka's hair and eyes perfectly. "Awesome..."_

_Slowly sat up on her elbows, Sayaka tucked her soul gem away in a pocket on her school skirt, careful not to crush it in any way, and focused her full attention on Kyubey._

"_So, I guess that makes me a Magical girl now?"_

_Kyubey nodded. "Yes, it does."_

_Sayaka, after those words, leaped to her feet, fist-pumping the sky with an excited air about her. "Yeah! Let's get out there and make a difference!_

_Kyubey, emotionless to the entire ordeal, merely nodded._

* * *

><p>The words of confidence that left her lips, all those weeks ago, felt like hollow echoes to Sayaka now. She never expected gratitude for her work, she never wanted Kyouske to know why his hand healed. Just the fact that it did...that was enough. Wasn't it?<p>

But she knew Kyouske didn't love her...She knew he was probably with Hitomi now, talking about the smallest of things, enjoying each others' company, the occasional make out session.

Sayaka shook her head, a few stray tears being flung from her eyelashes. Hitomi gave her a fair chance, and she never took it.

But did she need it? After Kyouske hurt her, tore her heart apart, and never bothered to let her know that he was being released from the hospital...

"_Who would love a zombie like me?"_

Sayaka sighed once again, feeling tears well up in her eyes once more. Kyubey's admission as to the purpose of the soul gems was a betrayal she still hadn't gotten over. Laughing bitterly once again, she resisted the urge to throw the gem as hard as she could into the starry night. _"What would it matter? Zombies don't' have emotions anyways-"_

"Hey."

Wheeling about, Sayaka instantly came face to face with a stick of Pocky. Reeling back a bit, she noticed the Pocky was attached to a hand, which was attached to a female in a lime green hoodie and cut off jeans.

"What do you want, Kyouko? I'm not in the mood to fight you right now." Sayaka's voice was monotonous and icy, making Kyouko wince slightly. Maintaining her calm demeanor, she retracted the offering of food and plopped down beside Sayaka, pulling out a pocket-size brand of potato chips from seemingly nowhere.

"Not here to fight ya, kid." Kyouko said between mouthfuls of chips. "Just wanted to talk to ya for a bit."

"Why?" Sayaka's facial expression hadn't changed once since the initial conversation. "There are better things to do than worry about me."

Downing a third chip, Kyouko turned to the girl beside her, a slight expression of worry on her face. "Hey, what's up with you? There are people around you trying to help, and you're not exactly making their lives any easier."

Sayaka simply laughed, nonchalant as ever. "Don't go there, Kyouko. They can't do anything to save me. You should know that."

"That isn't an excuse to push them away! There are people that _care_ about you, Sayaka, that want to help! You're not doing them any favors!"

"Help?" Sayaka's maintained her emotionless monotone, impervious to the growing fury of the girl beside her. "How can they _help _when they don't understand what I've been through? They try to know what I'm feeling, they try to know what I've been through. But in the end, they can't. It's pointless."

"Exactly, Sayaka!"

Despite the tense conditions, Sayaka had a look of confusion on her face. Kyouko saw it immediately, and continued.

"We _don't_ understand! But we _want _to understand so that we can help you! You're talking to the most selfish bitch in this city, and even I want to help you!"

Sayaka laughed bitterly. "That makes one, and I'm doubtful to believe you."

"What about Madoka, then?"

Sayaka froze.

"Madoka, remember?" Kyouko pressed on, unrelenting in her assault. "The girl that came with you on your patrols, just so you wouldn't feel lonely? The girl that cared, even as you tore her heart, and your friendship apart, piece by fucking piece?"

Kyouko wasn't smart in academic standards, but she had seen enough despair in her life to know that mentioning Madoka made something in Sayaka crack slightly. The light clenching of her fists and the gentle trembling of her shoulders were clear giveaways to her. Taking a slight risk, she continued on her tirade.

"I heard the stories, Sayaka. I've talked to Madoka, held her as she cried because of _you_, and you have the gall to blame _her_ for _your_ actions!" Kyouko was seething with fury at this point. Pausing to take a calming breath, she continued, her voice slightly softer.

"All she wanted to do was help you, Sayaka. To hold you, make you feel better. And what did you do? You threw her away like yesterday's trash."

"Why were _you_ with her?" Sayaka looked at Kyouko with wide eyes, her voice having a defensive edge to it.

"Hmm, I'm not sure Sayaka. It couldn't be because you mentally tortured at the bus stop or anything. It may have been the whole ignoring her while you're out killing yourself ordeal, but I'm honestly not sure" Kyouko replied, her voice dripping with sarcasm. "She's worried sick, and that's how you repay her?"

"I...I..." Sayaka was visibly breaking down at this point. Kyouku lowered her voice once again.

"Is that really how you treat your friends, Sayaka?"

Sayaka was crumbling, tears streaming down her face at a steady pace. Her encounter with Madoka still rang in her head, the pink-haired girl's sobs still echoing around like screams in a cavern, wracking her with guilt at every turn. _"Madoka, why did I yell at you like that? You didn't deserve it...you didn't deserve it at all..."_

Still, Kyouko did not let up. Though her voice was much softer at this point, Kyouko knew she had to maintain a firm control of the situation.

"But even after all that shit you did to Madoka, you want to know something, Sayaka? She still _cares._ She's probably out there, wondering just where the hell we are, trying to find you and talk to you so that you return to your old self, be that ally of justice she _knows _you are!" Kyouko leveled her eyes with Sayaka's, locking and holding her gaze. "She still cares. We all do. I _know_ that she doesn't care that you're a zombie, or an inhuman bitch or whatever! You're still _you_, Sayaka, to her!

"Don't you see that?"

Sayaka imagined Madoka, tears streaming down her face, screaming her name as she ignored the strange looks of the people around her, desperately running and trying to find her...

A fresh wave of tears came forth, and Sayaka broke down full force, sobbing into her clasped hands.

"_Why can't I do anything right?"_

* * *

><p>The city was lifeless, but she still had a purpose.<p>

Madoka dashed through the streets, ignoring the startled reaction of nighttime partygoers as she continued her run westward. Her school bag was the least of her worries at the moment; leaving it at the school unattended was probably the worst idea possible, but right now Madoka had more pressing concerns.

She needed to find Sayaka.

Her initial walk to Sayaka's apartment had been what started the whole fiasco. After hearing from the front desk that she had not return home the previous night, Madoka had gone into a frenzy, dashing from one place to the next, desperately trying to find the one person she wanted to see most.

Without pausing, Madoka dashed into a nearby record store, the very one that she and Sayaka had spent so many hours combing through isles of music for that one perfect CD for Kyouske. On more than one occasion, when Sayaka was down, Madoka had found her here, listening to anything from Classical to heavy Samba in an attempt to calm herself down.

Startled patrons whipped their heads around as a pink-haired girl barged in, whirled around the store in a mad run, and just as quickly ran back into the night. None had the chance to say a word as the whole ordeal commenced, and most simply shrugged it off once the initial shock wore off.

_'She's not there either. I'm running out of places to check!'_

Sayaka's words still rang in her ears from the previous night at the bus stop. The malice, the emotionless monotone that sounded so unlike the girl Madoka knew for the past seven years still echoed in her head, clawing at her sanity and pushing her to tears with every thought. Madoka broke down several times during the whole ordeal, only to be called weak, powerless, and useless.

All by her best friend.

But still, even as Sayaka fled from her, even as Kyouko approached her that night to ask about Sayaka, to comfort and hold her through the night, swearing revenge...Madoka couldn't hate Sayaka. She was still Sayaka, her best friend, her confidant.

And that would never change.

Rounding another corner, Madoka took a deep breath, and continued running.

* * *

><p>Kyouko gently caressed the shoulder of the still-crying girl, gently hushing her in a fashion very unlike that which the spear-wielder was used to. "Hey now, you're okay. We can still help ya. Fix you up so you're as good as new."<p>

"No...I'm sorry, Kyouko, but I don't think you can."

Kyouko stared at Sayaka as if she'd grown a tail. "What do you mean?" Kyouko kept her voice low and gentle, trying to calm the distraught girl.

Sayaka let out a chuckle between sobs, still lacking some mirth, but still laced with sorrow. Without another word, she unclasped her hands, reveling the shattered and cracked Soul Gem to the girl beside her.

Kyouko let out a gasp at the damage, both physical and spiritual, present within the gem. The murky blue was mostly shrouded in black haze, slowly overtaking the color with grief.

"You were right." Sayaka choked back more of her tears. "I should have accepted your help. I shouldn't have hurt you, or Madoka like that, at all..."

"It's not too late!" Kyouko desperately reached out towards Sayaka. "We can still purify it, we ca-"

Sayaka simply shook her head, and Kyouko went silent.

"The balance of good and evil...will always be zero." Sayaka laughed once again. "What good will purifying my Soul Gem do, anyways? I still made mistakes, I still..." She paused, choking back more tears. "I still hurt you, and Madoka. I can't live with my regrets, I can't live to atone for my sins...

"Don't you see, Kyouko? I have no place in this world..."

As she spoke, a lone tear crept its way down to the base of Sayaka's chin, losing its traction. Slowly, it peeled away from the rest and began a slow fall down towards the ground.

"Kyouko..." Sayaka looked to the girl next to her, blue eyes flashing for an instant. "If you see Madoka again, tell her I'm sorry."

"Sayaka, wait!" Kyouko began to lunge for the girl, trying to nab her soul gem. If she could find a grief seed somewhere in the vicinity...

The lone tear, falling a short distance, gently impacted the surface of the Soul Gem, flowing all around it. As it moved, the last of the blue began to fade, and nothing but black took it's place.

Sayaka looked up to Kyouko, her eyes flashing a brilliant blue, almost unnaturally intense. Choking back a sob, she locked her eyes with Kyouko's. For a moment, she thought the old Sayaka had finally returned, just for a moment...

"I'm...I'm such a fool..."

* * *

><p>Kyouko was blown back as a torrential wind overtook the station, sending papers, coffee cups, and dirt flying in every direction. Slowly, the layers of Sayaka's Soul Gem peeled away, gold plating and sky blue linings dissolving to reveal the skeleton of the device, a barren, black shell of her once-bright Soul Gem.<p>

As the Grief Seed began its transformation, random images and distorted wavelengths flowed around the two, memories of the past, the despair of the present, and the grief at the lack of a future manifesting its physical form around the seed. Headless violinists slowly began forming amongst the chaos, lining up into the invisible seats of a massive orchestra, slowly beginning the concerto that would last all eternity.

Succumbing to the overpressure of the cyclone, Kyouku was blasted away from the vicinity, carried along the wind like a paper cup, tumbling through the air uncontrollably until her back impacted a nearby steel beam.

Using the beam as a tentative form of traction, she flipped herself over and grabbed it with her hands. Although the wind still attempted to carry her body away, her grip on the railing prevented such an event from happening.

Using the last of her vocal energy, Kyouku screamed one word.

"SAYAKA!"

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><p>Sayaka slowly sank to the floor, her soul overtaken by the newly formed Grief seed. The seed pulsed a dark black, driving the mental images further outwards, overtaking physical objects and transforming them into hideous monstrosities; familiars began forming and roaming around, sniffing at the air and seemingly rejoicing at their newfound life.<p>

Slowly, from the ground, a massive behemoth began to rise, a contorted face surrounded by an unholy crown rising from the very depths of the earth. A massive red bowtie, wrapped around what could only be described as a neck, supported the metallic suit of armor, the organic metal conforming to the body of the monstrosity. Behind it, a billowing, blue cape, looking like that of a six-year-old's drawing, sprung forth and began flapping in the torrential wind. The last of the body: a mermaid's tail, lifted from the ground, completing the transformation of the twenty-story high witch.

In the center of the suit of armor, a single Grief seed, black as the starry nights beyond, lay fixated to the chestplate, feeding on the despair around the immediate vicinity. Swirling with dark energy, it manifested its hellish imagery around the physical world, transforming the train station into hell's orchestra.

The creature, pleased with its reawakening, began swaying back and forth in time with the music, the never-ending orchestra designed for it, and only it.

It never noticed the light speckles of blue, swimming about within the Grief Seed.

And as Oktavia von Seckendroff, the Mermaid Witch, swayed back and forth, lost in it's melodic trance, the corpse of Sayaka Miki lay still on the cold tile floor.

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><p><strong>Chapter End.<strong>


	2. The Witch And the Girl

I won't lie, guys, this is highly experimental out of me. I'm not used to writing this long, and sometimes I feel like the chapters don't accomplish everything I want them to. But then I remember there are always more chapters down the road, so...well. I just hope it works.

Yes, this was a fast update. No, I don't have machine guns for fingers. I've pre-written a lot of these chapters already, its just a matter of being a paranoid crazy-fool about plotholes and beta reading and the like. I'm really not used to this kind of long chapter writing, so I want to make sure I'm doing it _right._

Anyways, shutting up. Let's get to it.

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><p><strong>Chapter 2<strong>

**The Witch And the Girl**

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><p>Despite the desperate conditions she found herself in, Akemi Homura couldn't help but smirk at her current situation.<p>

Casually freezing time, she took aim at the mob of mindless familiars charging her, emptying the fifteen-round magazine of her Beretta 9mm; a bullet hovered an inch from each familiar's head. The moment the slide locked back, she dropped the magazine and fluidly pulled a fresh one from her shield, sliding it in effortlessly. Lifting the gun up once more, she emptied a second, then a third magazine into the horde, each bullet trained exactly on the familiars' grotesque heads.

Resuming time, she watched impassively as each monstrosity, once charging maniacally towards her, slumped to the floor at the same time, a fair-sized hole in each of their heads.

Homura knew where she was. She had only experienced this two times to date in five different timelines; every time with the exact same outcome: She would enter the barrier of the witch form of Sayaka Miki, plow her way through a torrent of familiars, encounter Kyouko, and finally...

Homura shook her head. She'd get to that part when it came.

Reloading her Beretta, she stored it back into her shield and drew from it a SPAS-10 shotgun. Flipping the weapon over, she confirmed the presence of the new incendiary rounds she recently pilfered from a nearby Yakuza storehouse. The fiery rounds would tear through familiars like a hot knife to butter.

Pumping the shotgun once, she charged headlong into the next incoming wave of familiars.

* * *

><p>Kyouko hurt.<p>

Actually, hurt was an understatement. Kyouko hurt like _hell. _

Grumbling to herself, she tried to discern the roof of the train station, wiping at her eyes to get rid of the hallucinations above her.

When the images did not clear, Kyouko had a look of confusion on her face. "Okay, just what in Sam Hill hit me...?"

Slowly raising herself into a sitting position, Kyouko checked her limbs to make sure nothing was broken in the fall. The torrents of wind from the witch transformation were taxing enou-

_'Witch transformation!'_

Transforming into her outfit quickly, Kyouko summoned a spear to her hand, barely parrying the massive Fate Wheel hurtling towards her. Rolling to her left, another two screamed by, spitting wooden splinters as they tumbled out of sight.

Finally able to get a good view of her surroundings, Kyoto noticed the familiar grotesque-foundations of the witch's barrier. Around her, distorted railroad tracks and musical notes flew in random directions, connecting to the edges of the warped barrier. Checkerboard backgrounds and random images of string instruments few around as well, creating a resounding cacophony.

All of this Kyouko had either expected within a witches barrier, or had seen before. What didn't seem right, however, was the human-like body falling from the sky...

_'Sayaka!'_

Without pausing for a breath, Kyouko took off, stuttering her steps as she jerked left and right, narrowly dodging the Fate Wheels hurled in her direction. Though the projectiles were perfectly aimed and on target, a simple step in either direction rendered them harmless.

Bashing away yet another spinning projectile, Kyouko skidded to a halt and forced down a yelp as she came face to face with a distorted crayon-esque drawing of a girl. The familiar wore a uniform Kyouko vaguely recognized as one similar to Madoka's and Sayaka's. The girl herself, on the other hand, was far from human, emitting a high pitched, bone jarring screech.

The familiar charged, a viola swinging wildly about as she plowed her way forward.

Kyouko stepped back, waited for the beast to swing, and ducked low, sweeping the 'feet' out from under the monstrosity. Continuing with her momentum, she brought her spear about, tearing the creature in two, pieces of 'flesh' falling and disintegrating on the floor.

Wheeling around, Kyouko diverted all her magic to her feet, enhancing her jump tenfold. Leaping high into the air, she dissolved her spear and caught Sayaka's body in her arms...

And came face to face with the grotesque form of a Witch.

Covered by an Armet Helmet with a billowing cape behind it, the Witch let out a shrill scream, rattling Kyouko's eardrums and causing her to wince painfully. As she fell, Kyouko caught a glimpse of a red ribbon, which supported a single Grief Seed at the base of the witches , the insides tinged with navy blue.

"What the hell? What have, you done with Sayaka?" Kyouko shouted aloud. Landing on the floor, she spun on her heel and began running directly away from the witch.

_'Screw that thing for now, I need to get Sayaka out of here.' _

The Witch seemed to be against this course of action, however, as more wheels and girlish-familiars were sent towards the Magical Girl.

Kyouko did her best to dodge the projectiles, but with the added weight of the body on her back, it was becoming increasingly difficult to sidestep the wheels. One grazed her left side, sending her into a tumble that nearly broke Sayaka's neck.

_'Shit...gotta be more careful.' _Kyouko pulled herself up to her feet, hoisted Sayaka back over her shoulder...

Kyouko's jaw went slack.

Three wheels, each coming from a separate angle, plowed towards her at terrifying speeds. Behind her, more of the grotesque girls had formed up, boxing her in.

They had her.

Kyouko watched as the wheels got closer and closer. _'Hell...it was a good try anyways...dammit. I really could use a Pocky stick right about now...'_

Time seemed to slow as Kyouko accepted the inevitable impact. Though it may not kill her outright, the impact would crush several bones and leave her immobile, allowing more wheels to finish the job.

Smiling slightly, Kyouko closed her eyes and covered Sayaka's body with her own, waited for the projectiles to do their job.

* * *

><p>Madoka awoke with a start. At first, she wondered why the air in her room seemed so cold, why her blanket and multitude of stuffed animals were gone, and why the entire roof seemed to be missing.<p>

Shifting around, she managed to sit up and get her bearings. The moon shone high in the night sky, and the city park surrounding her was empty of all life, save her.

Madoka winced as a slight pain in the side of her temple began to throb. Sleeping on a park bench was not a comfortable experience, especially when the metal railing was one's only means of a pillow. _'Mama is going to kill me...'_

Shaking her head slightly to clear her disorientation, Madoka felt the memories of the past few days rush back towards her like a tidal wave. Sayaka's disappearance, not arriving at her apartment, the subsequent mad search for her all came back in an instant. Madoka sighed; she knew her actions were probably rash and unreasonable, and would probably get her a thorough scolding from her mother and father in due time.

But what did it matter? Sayaka was still missing.

Slowly getting to her feet, Madoka began walking through the park, lacking the energy and adrenaline she had used to charge through the streets not hours before. Allowing her legs to get used to walking again was her first priority, then she would-

"Hello?"

Madoka stopped. Another figure, dressed in what looked like a school uniform, was in the park as well. Her hair hung just to her upper chest, and she walked with a slow, deliberate pace. Madoka couldn't discern her hair color, but she assumed the girl to be from her school. "W-who's there?"

"Ah...I'm sorry." the figure stepped into the dim moonlight, revealing her middle school uniform and olive-colored hair. "Madoka? What are you doing out here?"

It took a moment for Madoka to realize who was talking to her. "Hitomi? I could ask the same of you!"

Hitomi glanced around. "I needed some fresh air. It's been a hectic week, with everything going on."

Madoka merely nodded. The two began walking through the park, passing large oak trees and hanging vines scattered around the edges of the playground equipment. Despite being in the center of the city, much of the local fauna were preserved and well-kept, making for a pleasant stroll. In silence the pair meandered, taking a slow, unhurried pace.

Though Madoka couldn't see it, Hitomi was slowly starting to fidget at the silence that came over the pair.

"Madoka, have you heard from Sayaka at all?"

Madoka froze. "N-No...I haven't heard anything at all."

She could barely believe her own words.

"I see. I'm...really worried about her."

"Yeah, me too."

The two continued to walk, exiting the park and making their way along the city streets.

Hitomi once again broke the tense silence. "You're looking for her, aren't you?"

Madoka, no longer trusting her voice, merely nodded.

Hitomi saw this, and smiled briefly. "She deserves you, you know."

Madoka glanced at Hitomi, unsure as to where she was going..

"I hurt her, Madoka. By taking Kyouske, I hurt her badly. I'm beginning to wonder if it was me that caused all of this..."

Madoka couldn't reply. She didn't know how.

"She loved Kyouske. And I stole him away when I had no right. She knew him longer, right? She deserved the chance..." Hitomi began to tremble. "I made her run, Madoka...I may have killed her! What kind of friend am I, forcing her into something like that?"

Sobbing, she dropped to her knees. "I'm...I'm no better than a monster!"

Madoka stood by, watching her friend crumble under the weight of her burdens. Kneeling down next to Hitomi, she placed a hand on her shoulder, trying to comfort her in any way she could.

Inside her mind, however, Madoka was torn. Part of her wanted to tell Hitomi what happened, and part of her wanted to keep it a secret.

She decided to compromise. Hitomi could know a little.

"Hitomi...I know what's going on with Sayaka."

Hitomi looked up, shocked. "Wh-what? How do you-"

"But I can't say how or why I know." Madoka cut her off immediately. "I know you're not going to accept that answer, but I doubt you'll believe me. Sayaka went through a lot, though, and it was _not_ all because of you."

"But...some of it was?" Hitomi looked up, her eyes glazed with horror.

Madoka sighed. "I don't know. Maybe, maybe not." Her lower lip trembled a bit. "But...I know some of it was because of me. So even if it was just the two of us...you're not alone, Hitomi. I share blame as well."

Hitomi did the last thing Madoka expected: she laughed.

"Hitomi?" Madoka looked at her friend, puzzled.

"You can't hurt anyone, Madoka. That's impossible." Hitomi wiped at her eyes, trying to clear the tears from her vision. "You're way too kind, way too selfless, and way too forgiving to even harm those that hate you."

Madoka flushed red. "St-stop that..."

"It's true." Hitomi smiled; a weak one at best, but it was a smile. "You're amazing, Madoka. And I know Sayaka would never hate you."

She looked down again. "I wish I could say the same for me, though..."

Madoka nodded. "I just hope she can forgive us, for what we did..."

"Forgiveness?" Hitomi chuckled bitterly. "And after what I just did to her, I have no right to even seek forgiveness..."

The two once again lapsed into silence. Hitomi rose to her feet, and the two slowly made their way to the city's edge. Tall skyscrapers and once-bustling business districts were now at their backs as they reached their destination. The suburban neighborhoods in the area had all been demolished due to foreclosures and high amounts of gang activity. In their place, a central hub or the city's railway station was built, in order to give the barren land some form of use.

Hitomi stopped at the edge of the tracks, fidgeting slightly. This time, Madoka noticed.

"You need to leave, don't you?"

"I'm sorry..." Hitomi looked up to lock gazes with Madoka. "But my parents don't know I'm out here. If they knew, they would probably kill me."

Madoka nodded. "Okay then. Well...I'll see you around, Hitomi."

Madoka turned to leave, only to feel Hitomi's hand grab her shoulder and pull her into a firm embrace. "Hitomi!"

"Madoka." Hitomi's voice cracked. "Find Sayaka. Save her. I know she'll trust you. Forbidden love or not... She needs you."

"Hitomi..." Flushing beet red at 'forbidden love,' Madoka tentatively returned the embrace. "I'll do what I can, Hitomi. I swear, I'll try my hardest."

Releasing Madoka from the embrace, Hitomi paused to wipe at her eyes. "I know you will, Madoka. I know you will."

Giving a curt nod, she began walking back towards the city, disappearing amongst the bright urban lights.

Madoka, now alone, decided to avoid heading home for the night. Her mother was probably already worried sick; what were a few more hours outside? She could probably find an excuse for her absence.

Glancing down, she saw the railroad tracks, leading off to the north towards the nearby station. The lights around the station were flickering slightly; Madoka noticed a slight ripple in the air there...

"_Why not? May as well go check it out."_

Hopping onto the rail, she began her trek towards the station, balancing herself on the thin track.

"_Heh... A one track mind..."_

Following the tracks, she began to walk.

* * *

><p><em>The room was not a room, but was a place all the same. Black as the darkest night, void of mirth and warmth, it embraced those trapped inside in chains of grief, breaking hearts and corrupting innocent souls. Black blankets of darkness whipped amongst the hurricane winds, with no trace of the stars beyond.<em>

_She awoke, and immediately regretted it. _

_The swirling darkness dove in full force, the single spotlight illuminating the young girl vanishing as the torrent washed over her. _

_She felt so cold._

_The blankets of darkness were whips of torture, tearing at her flesh; though the pain was real, the flesh was not. Damage was null, but pain was forever._

_She tried to scream, but the shadows would not let her. _

_She tried to cry, but had no tears to shed. _

_She had no physical body to shed them._

_As the shadows turned light to dark, as grief and despair became one with the entity within... the spiritual image of Sayaka Miki trembled, unable to do anything but watch, and suffer in the shadows. _

_Alone._

* * *

><p><em>'Just what the hell is taking those damn things so long?'<em>

Kyouko opened her eyes, curiosity overtaking her acceptance of death for a brief moment. She felt the enormous heat overtake her, just for a moment...

_'Wait a second, wheels don't give off heat...'_

Looking around, she noticed the wheels hurtling towards her had been demolished and burned with what looked like traces of incendiary rounds. Burned wood lay scattered about, remnants of the wheels still flickering with flame.

Seeing no more threats in the immediate vicinity, Kyouko picked up her charge and scanned the room, turning to move for the exit once more...

Only to slam into a dark-haired girl at full steam ahead.

Reeling back, she barely managed to summon her spear, readying herself in a defensive position.

The figure brushed a strand of hair from the side of her face, lowering her shotgun. "Not a very good thank you, y'know..."

"Homura!" Kyouko snarled. "About damn time you showed up!"

"I had business to take care of. Familiars don't burn themselves, you know."

"Then kill em' faster next time." Kyouko walked past the girl, making for the exit once more.

Homura looked on impassively. "You can drop the waste, you know."

"Huh?"

"Sayaka's body. It's useless. Leave it here."

Kyouko turned, eyes ablaze. "What?"

Homura didn't flinch in the slightest. "She's gone. Lost to the void. Nothing can save her now, Kyouko. So get rid of that corpse, and we can leave faster."

Kyouko snarled, dissolving her spear and using the now-free hand to grasp Homura by the neck. "Just who the fuck do you think you are! You call yourself human?"

"Of course not. Neither are you."

Kyouko paused a moment, then locked her gaze with Homura's. "I'm not human, sure. But I still know what despair is. Now tell me, Homura, how do you think Madoka will react when we say, 'Oh, we left her waste of a corpse in that godforsaken barrier?' Convenience?"

Homura flinched inwardly: she didn't think about that.

Setting Homura down, Kyouko shifted Sayaka's body on her shoulder and motioned towards the exit, beginning to walk.

"I don't care if there's a way to save her or not. But I'm at least going to give Madoka closure. She deserves that much."

Homura remained silent, grabbing Kyouko's free hand and stopping time to ensure a safe journey out.

Slowly, the barrier began to recede, as the fabric of reality began to wind itself back together. Mental images and distorted colors reformed into the proper landscape, and the train station began to come into view.

Setting Sayaka on her other shoulder, Kyouko turned to Homura. "I know where Madoka lives. It's still dark, so we're not too suspicious right now. We need to let her know what happened."

Homura nodded. "Fine. Her house is to the south. Follow the tracks, then turn at the financial district."

"You're coming with me, you know?"

"Yes...yes. I know."

Without bothering to wait, Kyouko began walking once more. "Then hurry your ass up already."

* * *

><p>Madoka continued her trek towards the train station, hopping the wooden rails between the tracks with practiced ease. Just as she neared the station, however, she heard voices coming from one of the platforms.<p>

Ducking behind a pillar, she peeked out, curious as to who would be here this late at night...

Madoka's heart stopped.

Slowly, she inched her way around the pillar and began advancing on the pair of shadows at the train stop.

* * *

><p>"Homura? Get your ass moving already!"<p>

"Kyouko." Homura's voice had a tinge of urgency. "Set Sayaka down."

"What the hell are you talking about? We have to get to-"

Kyouko's words died in her throat as she heard footsteps approach her from the tracks. Seeing as Homura was the only person next to her, and that the sob the figure emanated was similar to that of a girl she had comforted not two nights ago...

_'Shit.'_

Turning around carefully, Kyouko gently lay Sayaka down on the floor of the station, folding her hands over her chest. When she stood up again, Madoka was in front of her, grasping Homura's shoulders, begging to know what was going on.

Kyouko cleared her throat, ready to break the news to the poor girl-

"She's gone."

"_Homura!" _Kyouko looked ready to slaughter the time-traveler, while Madoka gained a look of sheer terror at the harsh words.

Stumbling back, Madoka tried to regain her footing. "No...That's impossible..."

"It happened." Homura continued on, unfazed. "Sayaka's Soul Gem transformed into a Grief Seed. And now that body is all that remains of her human existence."

"Wh-what?" Madoka looked horrified; tears were already flowing down her face.

Looking down, Homura's eyes bored into Madoka's, the younger girl flinching at the withering stare. "Do you see now? This is what it means to be a Magi-"

"Oh shut the _fuck_ up, Homura!" Kyouko finally chose to speak up, stopping Homura's tirade in is tracks. "Madoka does not need your _fucking_ informational speech right now!" Grabbing Homura by the collar, she continued. "I don't give a shit if you don't have emotion anymore, but Madoka _does! _She just lost someone she loves! I don't see you grieving right now, so either start the waterworks, or show some damn respect before I run you through!"

Panting slightly from the sudden adrenaline rush, Kyouko dropped Homura ungracefully, letting her topple to the floor. Looking back, she saw Madoka, sobbing herself hoarse in Sayaka's arms, as if she was trying to will the girl back to life. Faintly, she could hear Madoka mumbling something to her, but it was indescribable.

Kneeling down next to the two, Kyouko spoke in as gentle a voice as she could. "Madoka, we're going to get spotted out here at this rate. Let's go back to the city, I can get us a hotel room. We'll figure out what to do from there."

Madoka nodded into Sayaka's chest, unwilling to part from her deceased friend for a single moment.

Frowning, Kyouko held out her Soul Gem, focusing her magical will into Sayaka. Her crystal responded instantly; Sayaka's body glowed faintly, before returning to its normal color.

This time, Madoka looked up, her eyes puffy and streaked with tears. "What...what did you do?"

"Relax, kiddo." Kyouko smiled slightly. "I warmed her body up a bit. She's technically..."

Kyouko paused. No going back now.

"She's technically dead, Madoka."

Seeing the girls' eyes water once more, Kyouko continued immediately.

"It's not as if we can't save her, though! That's why I did that, if we do save her she'll return to her body, right?"

"I...I guess so."

Kyouko grinned. "That's the spirit. Now let's go, we need to get to the hotel before dawn."

Gently prying Madoka off, Kyoto hefted Sayaka's body onto her shoulder once more. Madoka moved next to her, one arm wrapped around Kyouko's waist, the other gripping Sayaka's hand like her life depended on it.

Kyouko chuckled at the tender moment. "Let's get going, kiddo." She turned to Homura, who remained silent for the entire duration. Kyouko's eyes blazed slightly.

"You, follow us. I may hate your damn guts right now, but we may still need you."

Homura nodded, and without another word, fell into step behind the pair.

_'Why is Madoka so attached to Sayaka this time around?' _Homura thought, slowing her steps to get some more distance from the two girls. _'I haven't seen much confidence out of her either. What caused this change from the other timelines...?"_

Pushing aside her thoughts for the moment, Homura caught up to the pair trekking to the hotel.

* * *

><p><em>She learned many things, imprisoned by the shadows. How to scream without a mouth. How to sob without eyes, nor tears to streak down pale faces. How to feel pain without a body to writhe with.<em>

_She was used to it by now. But it didn't stop the next memory, the next wave of heart-wrenching grief that tore into her spirit with the fury of a thousand blades. _

_Memories passed, one after another. Sayaka watched in a haze, unable to stop the tide of memories. Thoughts of her and Kyousuke, walking down the sunny beach, flashed into her head..._

_She screamed as the memory was ripped away from her, felt the sting on her cheek as the boy she loved slapped her, called her a traitor, accused her of humiliating him..._

_She knew her memories were tampered with. She knew about the happy moments in her life. But she couldn't bear to accept them. _

_A trill of fear shook the room as Sayaka witnessed the next memory: Madoka lay on the floor of the train station, begging Sayaka to stop risking her life, to start using the Grief Seeds, to save herself..._

_She could only watch herself verbally tear apart the young girl, piece by piece. _

_But as the tears of Madoka Kaname flowed and Sayaka ran into the rainy night, she saw no malice amongst the eyes. No anger, no hate. Just the worry of a friend. _

_The shadows, displeased with the sudden tinge of optimism from its charge, sent a surge of grief through the trapped soul, causing her to scream in agony._

_As she succumbed to the darkness once more, the free mind of Sayaka Miki latched onto the one word that tinged the darkened world with the faintest of hope. _

"_Madoka..."_

* * *

><p><strong>Chapter End.<strong>


	3. A Plan Is a Plan

I think i'm starting to see the difference between wordy dialogue vs. concise action. Whether I'm putting it into play is another story; I guess I'll see in the future chapters.

Per usual, hopefully you somewhat enjoy.

* * *

><p><strong>Chapter 3<strong>

**The Best Laid Plans**

* * *

><p>The hotel room was, for lack of a better word, in shambles.<p>

Consisting of nothing but a bed, a bathroom, and a sink, the room was covered in rust and grime, clearly not managed by the hotel staff. The bed itself was washed recently, but everyone inside the room merely took that as a stroke of pure luck. Outside, street traffic was constantly whizzing by, the close proximity to the motorway casting continuous noise around the room, shaking the foundation whenever a large truck passed by.

Despite all of its shortcomings, however, it was cheap, and Kyouko knew the manager wouldn't ask any questions during their stay.

She was a regular, after all.

Making her way to the bed, Kyouko gently shifted Madoka's sleeping form away from Sayaka, holding out her Soul Gem. Focusing her magical will into Sayaka's body, her Soul Gem began glowing as her life energy was transferred into the body. Slowly, the color began to return to the deceased girl's face as her body began to warm. Kyouko's Soul Gem, once a bright red, began shining a dull maroon, fading from the extensive magical use.

Madoka, due to the shift in position, began fretting about in her sleep, mumbling incoherently and grasping at the air for something she could not reach. Gently grabbing the girl's hand, Kyouko moved it to Sayaka's, manually interlacing their fingers. The moment Madoka's hand was firmly secured, she settled into a more relaxed sleep, a small smile adorning her lips.

Smiling slightly at the two, Kyouko turned around to the other girl in the hotel: the one currently concealed by the blinds covering the window. Given her position, Kyouko could have sworn the girl was staring at Madoka, her posture rigid and stiff.

Kyouko brushed off the odd action. This was Homura, after all, she was the epitome of weird as it was.

Twirling a strand of red hair, she focused her attention on the girl in the shadows. "So, Homura. What do you plan to do?"

Homura remained silent, turning her attention to Kyouko.

Kyouko snorted. "Personally? I'm saving Sayaka. For Madoka's sake, as much as anyone else." Reaching for a stick of Pocky, she stuck it in her mouth, allowing it to hang like the end of a cigarette. "So I guess my question is, are you gonna help me or not?"

"I still don't know." Homura remained as stoic as ever. "You do realize saving Sayaka is nearly impossible, right? We don't even know how to go about it."

Kyouko merely shrugged. "Can't know until we try. And I'm not gonna give up."

"Explain."

Kyouko stared at the girl. "The hell do ya mean?"

Homura's eye twitched a bit. "Explain. If you're that determined to save Sayaka, surely you have some semblance of an idea.."

"Err..." Kyouko stiffened, scratching the back of her head. "I haven't gotten that far yet."

"Figures."

"Not like you're doing anything to help!"

Homura glared icily at Kyouko. "Because the chances of saving her are extremely slim. We should focus on Walpu-"

Her thoughts were interrupted as a sound came from the bed next to her. The two girls turned to see Madoka, the slightest twitch in her eyes accompanying the closest thing she could do to a scowl. Her hand was still latched tightly to Sayaka's, gently caressing and squeezing it.

"What was that, Madoka?" Homura quickly reformed her emotional mask, unsure of what the pink-haired girl said.

Clearing her throat, Madoka gently released Sayaka's hand and gave her a slight glance before standing up, facing Homura directly. "Sayaka is _not_ a lost cause!"

"Sayaka Miki is no longer human. She is a witch now, whose goal is solely to bring grief and despair. We cannot change these things." Homura stared at the girl, daring her to challenge her logic.

"I want to try and save her." Madoka locked her gaze with Homura's and held it. "I want to bring her back. I don't care how, I don't know how, but I want to try."

"This is ridiculous, Madoka. Think of what you'll lose if you try that. What if it doesn't work?"

"What if it does? If we don't try, we lose Sayaka for good."

"She's already gone!"

Madoka's eyes flared, if only for a moment. "No she is not. She's a witch now. But she can be brought back!"

Her voiced lowered. "That's what I believe, at least."

"That logic is going to get you nowhere-"

"We never _asked_ for your help, Homura-_san._" Kyouko's voice turned slightly icy. "If you don't want to help us, then get out of here."

Homura flinched, surprised at the tone both girls were using. Breaking her gaze away, she began to contemplate her decision. Sayaka had died in every timeline Homura had visited, but there was never any chance at saving her beforehand. She knew she couldn't reveal this to everyone in the room; who would believe her? Homura knew the only way to free a witch was to kill it.

Madoka's behavior was confusing her as well. In all of the past timelines, she had never been this close to Sayaka after her transformation. Though Madoka had never abandoned the girl, the amount of affection she was showing was definitely out of place. _'I wonder what's causing that...'_

Kyouko spoke up, breaking Homura out of her though process. "It's probably hard for a stuck up bitch like you Homura, but try putting yourself in Madoka's shoes." Kyouko said. "What if you were trying to save your best friend? Someone who just died, when you could do nothing to stop it? Would you abandon her? Just leave her to her fate?

"Or would you do anything you could to save her?"

"_That's what I'm trying to do!" _Homura nearly shouted these words, but held her tongue at the last minute. Her eyes widened in a sudden realization. In every timeline, Madoka also died, no matter what she did...

She felt her mask crack a bit; what was she thinking? Homura realized that Madoka was going through exactly what she felt. Only this time it was Sayaka's life on the line, instead of her own.

_'Wait a sec, is she...' _Homura dismissed the though as quickly as it came. Madoka wasn't in love with Sayaka...was she?

"_Perhaps I'm looking at this the wrong way..." _Homura finally locked her eyes with Madoka once again, traces of determination in her eyes. "I will help. I will not disclose my reasons, but your will have my cooperation."

Madoka smiled; the same gentle smile that Homura knew all along. "Thank you, Homura."

Kyouko grinned wolfishly. "Alright, about damn time you made up your mind! So what's the plan?"

Homura spoke up once again, a strategy already playing out in her mind. "I suggest we find Kyuubey first. Since he knows the most about this system, he's our best bet for information. We still don't have enough, wouldn't you say?"

Kyouko nodded. "Fine. I'll stay here and watch over Sayaka. I've got two Grief Seeds with me, so I can use those to keep my magic up while keeping her body warm. You and Madoka go out and find the little runt and get some damn answers. Just do me a favor and shoot him a few times for me."

Homura managed a tiny smile, the image of a bullet-riddled Kyubey looking ever so wonderful in her mind. "Done."

Motioning for Madoka to follow, Homura spun on her heel and exited the hotel room without hesitation, the door squeaking on its hinges behind her.

Madoka silently turned, grasping Sayaka's hand in hers, savoring the warm, life-like feel of her hand for just a moment.

Kyouko smiled gently, placing a hand on the girl's shoulder. "I'll keep her safe, Madoka. Nothing will happen to her while I'm here."

"Thank you, Kyouko."

Madoka released Sayaka's hand, gently laying it back next to her. She turned to the door, but paused and looked back. "Kyouko?"

"Hm?"

"Do you...do you trust Homura?"

Kyouko nearly spit out her pocky stick in her laughter. "Nope. I can tell that she's not going to betray us, but...she's not doing this to save Sayaka, that's for sure."

Madoka tilted her head in confusion. "What do you mean?"

"It's hard to say. I doubt she'll kill Sayaka outright, but she has her own personal goals for this. What they are...I have no idea." Biting off half the pocky, Kyouko paused to chew before continuing. "It's not her style to team up with people. The only other instance we're working together is for Walpurgisnacht..."

Seeing Madoka's blank stare, Kyouko tapped her forehead.

"Right, you don't know what that is...Long story short, she's a witch queen. Doesn't need a barrier to hide herself either. Nasty business, that one."

Madoka paused, thinking. "Kyouko, what does Walpurgisnacht look like?"

Kyouko blanched, before rolling her eyes, trying to recount an answer. "Well...Homura showed me some sketches in her apartment. Big ol' gear on her back, flowy purple robe...things like-"

"_Madoka! Hurry up!"_

"Shit. She sounds pissed." Kyouko jabbed her thumb at the door." Get going! I want answers out of that rat!"

"We'll find him. Thank you, Kyouko." With a brief smile sent in the redheads direction, Madoka quickly bowed, cast one last glance at Sayaka, and exited the room, chasing after Homura.

"_Large gear? Purple robe? Could that be..."_

"Madoka!"

"Ah, I'm coming, Homura!"

Quickening her pace, Madoka raced to the lobby where Homura was waiting.

* * *

><p><em>Madoka...That was her name, wasn't it?<em>

_The shadows reeled back, the mere namesake that flowed through the entities mind driving them away, if only for a moment._

_Yes...Madoka. Pink hair, pink eyes...everything pink. That had to be-_

_The shadows drove forward once again, striking and maiming the writhing soul trapped at the bottom of the Grief Seed. Overhead, her mind was drowned out as the concerto of violins began their second movement. _

_The entity stifled a mental scream at the sound of the violins. Memories flashed from her tattered mind, images of a boy in an auditorium, one instrument with the sound of fifty, playing in a timeless concerto. _

_The boy was staring straight at her, a scowl on his face as he let his violin fall to his waist. No words had to be spoken; she knew what that look meant. The look of disdain, of hatred..._

_Love? _

_She desperately tried to lift her head, to see something, anything, that was going on besides the terrible vision. But all she could see was the bleak darkness in front of her. _

"_Madoka..."_

_The shadows angrily pushed forward once again, the boy vanishing beneath the curtains as the darkness tore at her spirit, eliciting a mental scream from the girl. _

_Torture or not, the name would stick in her mind, keeping the shadows at bay for as long as possible. Just in case there was any hope. _

_There had to be, right?_

_Madoka...she thought it was a pretty name._

* * *

><p>With both Madoka and Homura gone, Kyouko turned back to her charge, double checking her body temperature for any sign of heat loss or stiffness. Allowing Sayaka to experience rigor mortis was not on Kyouko's agenda, even if Sayaka was technically dead.<p>

She checked for a pulse anyways. Just in case.

Flopping back against the hotel wall, Kyouko grabbed a small plastic bag out from under the bed, removing from it a small ornate case. Several inscribed runes were on top; a magical lock of Kyouko's own making, made to keep troublemakers out.

The box glowed a faint red as Kyouko released the runes guarding the treasures inside; The box opened to reveal two pitch black spheres the size of small eggs. After her ordeal with Sayaka on the motorway bridge, Kyouko went on a few witch hunts and managed to stockpile the two Grief Seeds for emergency use. After the situation with Sayaka's witch transformation, she was glad she did it. Becoming a witch was not on her list of things to do.

Saving Sayaka, however, was.

Pulling out the two Grief Seeds, Kyouko set them on the table alongside her Soul Gem. Maintaining a constant stream of magic was vital to keep Sayaka's body warm; she had no time to rest.

Reaching back under the bed, Kyouko pulled out a second bag, inside of which were several boxes of Pocky, as well as several cups of instant soup and fresh apples. She knew this hotel room would be useful; packing away emergency stores of food was always a good idea.

Grabbing a stick of Pocky, she jammed it into her mouth, relishing in the chocolate flavor as she reached up blindly for her Soul Gem and one of the Grief Seeds. Sayaka was once again losing the color in her face; Kyouko needed to refresh her Soul Gem, and fast. Retrieving her Soul Gem along with one of the Grief Seeds, she pressed the two together, sighing in relief as the dark maroon color restored itself to a bright red.

Setting the Grief Seed back on the table, she heard the telltale _clink_ as it touched the other Grief Seed. Turning back to Sayaka, she began to warm her body back up once again.

She didn't notice the dark energy that suddenly transferred between the two Grief Seeds.

* * *

><p>"Wait, Homura! How exactly are we going to find Kyubey?" Madoka asked, panting for breath as she finally caught up to the girl.<p>

Without pausing or turning her head to look at her, Homura replied, "Don't worry. I have an idea."

"Can you tell me what it is yet?"

"No."

The two continued to walk through the city in silence until Madoka spoke up again.

"Homura, why_ are _you helping us?"

Homura stopped. She couldn't tell Madoka about the time traveling yet...but she needed an answer, and fast.

"Sayaka's your best friend, right? I'm ensuring your happiness in trying to save her." _'Well, I'm technically not lying...'_

Madoka smiled tentatively at the answer, Kyouko's recent words resonating in her head. "I'm really worried about her, Homura...I know she's my best friend, but sometimes I feel like I'm...well, I'm worrying too much. You know what I mean?"

Homura cocked her head to the side.

"Ever since she became a Magical Girl, I've always been fretting over her, trying to make sure she stays safe. Even after her grief took over, her insults didn't matter to me. I still..." She paused, sucking in a breath.

"I don't know, Homura. Sayaka's my best friend, but...at the same time, every time I saw her happy, it made me happy. Every time I saw her sad, I was sad. I don't know what's happening to me, but..."

Homura inwardly froze. If she interpreted what Madoka was saying correctly, then this was definitely an unexpected twist. "It's natural to worry about your best friend. There's nothing wrong with that."

Madoka nodded. "I know, I know, but...these past few days, I've felt...lost. She's been by my side for so long that I..." She trailed off, unsure how to continue.

Homura kept her stoic appearance, but inside she was facing some serious turmoil. _'How the hell did this happen? Madoka, if only you knew what I was trying to do for you..."_

"Have you ever had a best friend, Homura?"

This time, Homura couldn't keep her stoic face; staring at Madoka with blank confusion. "What?"

"You always seem so...cold." Madoka winced, the sentence sounding too insulting for her liking. "There has to be someone you can warm up to, isn't there? I've seen your eyes, sometimes you have a soft, longing look...but outwardly, you're always so cold. Why?"

Homura winced again, not liking where this conversation was going. "I...I've seen way too many things in my life to warrant any more emotion. Remembering the past doesn't make it the present."

"It's okay to let your emotions out with friends, though." Madoka smiled. "We're all here for you. Even Kyouko, believe it or not."

Homura paused for a moment, considering this. "I...had a best friend, long ago. She passed away some time ago, however."

"I see..." Madoka's eyes were downcast. "What was she like?"

Homura sighed. "She was..."

She paused, remembering Madoka as she traveled through time.

"She was a warm-hearted person. Someone who could befriend anyone, no matter the circumstance...someone who could sacrifice herself for whatever reason. She was just that kind..."

Homura paused, tears welling in her eyes. Quickly regaining her composure, she continued.

"When I first met her, she didn't look down on me, she didn't make fun of me..." Homura's eyes were beyond what was in front of her. "She simply accepted me, understood who I was and still became my friend. She meant...she meant everything to me. That's just how she was."

"Oh..." Madoka looked down. "How...how did it happen?"

Homura quickly turned away, trying to avoid showing her cracked mask. "It doesn't matter now. Come on, we have a rodent to catch."

Confused by Homura's quick dismissal of the subject, Madoka decided to drop it for the moment. _'That person...she sounds familiar. Do I know anyone like that...?'_

Brushing off the thought for the time being, Madoka followed obligingly. Even if Homura came across as cold-hearted...she was still worried.

* * *

><p>Perched high atop the city, upon a massive crane, a small white construct stared over the human city, like a hive mind to those below. His locked smile and outward display of happiness was nothing more than a facade; he simply had no emotion to express. A smile was an upward curve of the lips. Happiness was a moot point to him, considering he had no emotion.<p>

But Kyubey did not dwell on such things. He had more important things to do.

Attuning his ears to the city around him, Kyubey drowned out the sound of honking cars and urban noises. They were of little importance to the construct; all he needed to hear was what helped accomplish his mission.

Without warning, a scream echoed through Kyubey's mind, a sound that he would otherwise dismiss. But this scream was not that of pain or fear, but of raw grief, of pure and utter despair.

And a perfect candidate for his plans.

Leaping off of the crane, Kyubey began to track the source of the sound. Candidates for contracts were few and far between these days as it was, and this was the best opportunity he had all week.

* * *

><p>"<em>Note to self: Capture Kyubey, then take two hour long shower..."<em>

Akemi Homura flicked the week-old banana peel off of her shoulder with a look of disgust, reluctantly sinking herself further into the dumpster. Though her current location was not the best place for an ambush, it was well out of the way of the public eye, and the alley would make for a good trap on their part should the initial ambush fail.

Rapping the side of the dumpster twice, she signaled Madoka to begin the first phase of the plan.

Two seconds ticked by when an ear-piercing scream echoed through the alley. Homura was thankful that pedestrian traffic was low during noontime hours, otherwise they could easily be caught by someone other than their target.

Lifting the lid of the trash bin slightly, Homura caught Madoka's attention. "Remember what to do next?"

Madoka nodded. Her red ribbons had been removed from her hair, allowing it to fall behind her back, giving her a much different appearance than Homura first thought. "I just need to get him close enough to our area. Then you'll stop time and catch him, right?"

"Yes. Keep him from recognizing you as long as possible."

"Okay." Madoka tensed a bit. "Homura...try not to hurt him too much, okay?"

"I can't promise that...but okay." Homura slipped back into the dumpster. "He only regenerates a new body when his other one is completely destroyed, so I'll leave him alive. Any less...I can't guarantee."

Madoka smiled. "Alright then. Now we just have to wait."

* * *

><p>"Sheesh, how much magic am I using?"<p>

Staring at her dimmed Soul Gem, Kyouko gawked at how much damage had been done to it simply by using her magic on Sayaka. The swirling blackness within seemed to corrupt her very mind, filling her with images of hopelessness; how useless it was trying to keep Sayaka's body alive...

Kyouko shook the thoughts off. _"Screw that, I still have two Grief Seeds. I can do this all day, y'stupid Soul Gem..."_

Reaching for one of the seeds, she paused. The two seeds were exactly where she left them, right on the bed stand. One pulsed with a deep black energy, and the other...

"_What the hell?"_

The second Grief Seed, though still brimming with dark energy, pulsed a slightly dark gray, much brighter by comparison than its counterpart. The outline of the seed, normally a flat gray, glowed slightly brighter than the other seed.

Picking up the two seeds, Kyouko used her magic to probe the seeds, trying to diagnose the differences. The black seed had obviously absorbed quite a bit of grief, as it was nearing its recommended capacity. Dark magic was slowly seeping out of it, giving it an unholy feel and appearance.

Satisfied that the first seed was acting normally given the circumstances, Kyouko checked the other seed. It's color had lightened considerably, and though it was still pulsing with dark energy, Kyouko could tell there was only a small partition of grief inside.

Setting the two seeds back down, Kyouko double checked her Soul Gem. It still pulsed with grief from her recent magic usage; grabbing the lighter seed, she transferred the grief to the seed, feeling her magic return once more.

Setting the seed down, she eyed it carefully, wondering just what was going on with the two-

Kyouko gasped. The lighter seed rolled gently from the recent placement and touched the darker seed. The moment the two connected, energy from the seed Kyouko just used instantly transferred into the second, dark energy moving between the two seeds just as if they were Soul Gems.

"_Did...that just happen?" _

Picking up the two seeds once more, Kyouko focused her attention on the darker seed. It had clearly taken too much grief; slight tinges of distorted imagery were beginning to appear around the room.

Thinking fast, Kyouko tried what the seeds just accomplished, pressing the two together and willing the grief from the darker seed into the lighter one. To her amazement, the transfer was quick and painless, both seeds equalizing their grief as the energy transfer completed.

Kyouko marveled at the newfound ability. She wasn't sure how to put it to use, but she had a feeling something could be done with it.

Sitting back with another stick of Pocky, she awaited the return of Madoka and Homura. And with any luck, the damned Incubator.

She wanted answers. Fast.

* * *

><p>Peering into the alley, Kyubey sensed a human presence behind the dumpster to his left. Slinking up, he leaped on top of the dumpster and stared down at the girl who was sobbing into her arms. From his angle, Kyubey could swear she looked slightly familiar, but didn't dwell on it too much.<p>

He had a girl to contact, after all.

"Do you want to make a difference?"

* * *

><p>Madoka inwardly smiled as she continued to imitate her crying. As much as she had done over the past few days, she had grown quite accustomed to it, and could replicate the sounds fairly well.<p>

Leaning over, she allowed her body weight to slump against the dumpster, ignoring the initial words of the construct above her. After hearing the garbage inside shift slightly, she knew her part was done.

_'Now to watch the fireworks.' _She thought.

* * *

><p>Homura felt Madoka's body impact the side of the dumpster. That was the signal; Kyubey was right above her.<p>

Loading her handgun with hollow-point rounds, she couldn't help but smile. The little rat was about to get a first hand taste of what air time was.

* * *

><p>Receiving no response from the girl below him, Kyubey tried again, making his voice a bit louder. "Do you feel despair? I can help you."<p>

This time, the girl did react, lifting her head up and locking her eyes with his. It was then that Kyubey realized just who she was. Pink hair, pink eyes...

If the construct could feel shock, he'd be speechless.

Cocking his head to the side, he asked, "Madoka? What are you doing-"

He never got to finish his sentence.

Kyubey sailed into the air as the dumpster lid was flung open from below with surprising force. Spinning end on end, Kyubey was barely able to get his bearings when he came face to face with a 9mm Beretta handgun, and a girl he recognized one too many times before.

Despite being in the air, flipping end over end, the girl's voice was casual, as if it were another day at the office.

"Hello, Kyubey."

With that, Homura stopped time, continuing her ascent upwards. Carefully aiming her pistol, she fired four shots, each hovering an inch from Kyubey's legs and feet. Homura finished her spin and landed on the ground gracefully, resuming time as she did so.

The omnipotent construct crashed to the ground in an mangled heap earning a wince from Madoka. Wasting no time, Madoka moved to the construct and picked him up, effectively pinning his wounded legs and leaving Kyubey completely crippled.

"Good job, Madoka." Homura came forward and nabbed Kyubey out of her hands. "Now let's get back to the hotel-"

"_Madoka? Madoka!"_

The girl in question paused, confused as to who was calling her name. The voice sounded familiar...

"Oh no."

Homura turned, confused. "What?"

"It's Mama." Madoka sounded panicked. "I never went home last night. She's probably worried sick..." Her eyes darted to Homura. "Go, get back to the hotel. Kyouko wants answers. I'll talk to Mama and get back to you later!"

* * *

><p>Junko was, for lack of a better word, panicking.<p>

She knew Madoka to be a responsible young girl, but to not return home for the entire night, without leaving a note? Junko knew the girl was smart, but the streets were not a safe place for an eighth grader late at night.

Having called in sick to work, Junko began searching the entire city for the whereabouts of her daughter. The school had last reported her going home with Sayaka, but her apartment was completely empty. Having no leads to follow, Junko resorted to wandering about the city.

A pink haired girl couldn't be _that_ hard to spot.

Rounding the final edges of the financial district, Junko caught sight of something odd: two girls walked out of the alleyway, one looking like she'd slept in a trash compactor for a week, the other with tear-stains on her face. The dark-haired girl looked to be clutching something, but all Junko could see was empty air.

As the dark haired girl began to walk away, Junko caught a glimpse of the person accompanying her.

_'What in the...' _

"MADOKA!"

* * *

><p>Madoka sighed in both relief and apprehension. She was glad Homura managed to get away before her mother caught sight of her, but she knew she would be in for the lecture of her life...<p>

She didn't expect Junko to fly forward and lock Madoka in a fierce embrace; Junko's speech was completely incoherent as she held her daughter for dear life.

"Madoka_, _where in the stars have you been!" Junko near shouted. "I know I normally get home late, but when I show up at that kind of time and you're not home, without a note, and no explanation..."

"Mama..." Madoka tentatively returned the embrace, knowing it was half love and half of that "I'm-going-to-kill-you" feeling. "I'm fine Mama. We're..." She paused.

"Hm?" Junko pulled back to look her daughter in the eye. "You're...?"

Before Madoka could answer, Junko's face softened in sudden realization. "Ah...don't speak. I already know."

"What? What do you mean?"

"You're out looking for Sayaka, aren't you, dear?" Despite Junko's voice being even and sympathetic, Madoka still winced.

"How...how did you know?"

"It's on the news, dear." Junko tilted Madoka's chin up to keep her eyes locked with hers. "Sayaka's been missing for three days, with no notice to the school of her absence. Since she lives alone, and her apartment hasn't been occupied in quite some time...the school filed a missing persons report."

Madoka stayed silent, shocked at the revelation.

"You should leave this to the police, Madoka. It's their job, they can do it better than you."

Madoka shook her head vigorously. "No, I'm not going to stop!"

"Madoka! What do you think you can do?" Junko asked incredulously.

"I can...I can help! I can't just sit by and do nothing, Mama. Sayaka's my best friend, sitting around just wondering where she is would be...insulting!" Madoka finally broke the stare with her mother, looking at her feet.

"Mama...do you trust me?"

Junko looked surprised. "Of course I do, Madoka. Why?"

"I'm not going to make mistakes, Mama." Madoka shifted her gaze back to her mothers face. "I'm with friends, friends that know Sayaka. They're helping me. Please, trust me to do this. I'm not going to mess up."

Junko tentatively placed a hand on her daughters shoulder, seemingly wanting to counter the argument...but let her hand drop.

"Okay, Madoka. I know you're trustworthy, so I'll leave you to it. But if you _ever_ need my help, I'll be here." Junko smiled faintly.

"Thank you, Mama..."

Junko slapped her daughters shoulder, spinning her around. "Now get going! You're not getting anything done just sitting around!"

Madoka turned around and smiled broadly. "I know. Thank you, Mama!"

Junko laughed as her daughter ran off. _'Strength of a Lion, that one...I hope she finds her.'_

She frowned. _'And if she doesn't...I hope her strength sees her through what happens then.'_

* * *

><p>Kyouko shifted uneasily as the door to their room opened. She relaxed, however, when she saw Homura, carrying a bullet-riddled Kyubey...<p>

_'Wait, where the hell is Madoka?'_

As if she was reading her mind, Homura answered. "Madoka was stopped by her mother. She'll be joining us shortly.

"Damn parents." Kyouko chuckled. _'She's lucky to have em', though-'_

Her thoughts were interrupted, however, as Kyubey groaned, coming back to reality.

The construct shook himself out of his daze and spoke up. "What is the meaning of-"

Without missing a beat, Homura tossed the Incubator against the wall, drawing her shotgun in the process. Kyubey hit the wall with a resounding _*****__thwack!*, _sliding down and slumping to the floor.

Homura had a scowl on her face as she trained her gun on the Incubator. "I know I can't kill you, but I'm damn well going to make sure you can't escape. Is that clear?"

Kyubey, trying to get control of the situation, simply nodded.

"Good. Now, tell us about-"

"Homura, wait." Kyouko stepped forward, pushing the older girl back. "There's something I want to ask him first."

Homura nodded and stepped back, still training her shotgun on Kyubey.

"So let me get this straight..." Kyouko took a bite out of her Pocky stick. "When we contract with you bastards, you rip out our souls and put them into these here gems, correct?"

Kyubey nodded, remaining silent.

"And if enough despair is accumulated, we succumb to our grief and magical depletion and turn into witches. Am I right?"

Another nod came from the Incubator.

"Okay." Kyouko finished off her Pocky and looked Kyubey in the eye. "Here's a simple question for your puny brain: What happens to our Soul Gem when we become a witch?"

"It becomes a Grief Seed, obviously. Is this why you captured me? You hadn't figured that out already?" Kyubey remained stoic.

"Can it, rodent. Now, Sayaka's Soul Gem is now a Grief Seed, right?"

"Yes."

"So Soul Gems and Grief Seeds are essentially the same thing?"

"Yes."

Kyouko nodded. "So where is Sayaka Miki now?"

Kyubey cocked his head to the side. "The Sayaka you know is gone. You watched her transform, didn't you?"

"Then who the hell is that witch? She didn't just pop on out for tea and cakes!"

"That is the physical manifestation of grief from Sayaka. Her name, I believe, is Oktavia."

"So...Sayaka is now Oktavia?"

"Yes and no. Oktavia is Sayaka's grief. But it is not Sayaka herself. But since Sayaka knows nothing but grief now, I can safely say that Oktavia is Sayaka."

"But what about her soul? Is it still in the Grief Seed?" Kyouko asked.

"I suppose so, yes."

"So she's not dead" Homura chimed in.

Kyubey stared right at Kyouko. "She's Oktavia now. Or rather, her Grief is. Are you sure humanity has the capacity for logic? You're asking a lot of repetitive question."

Kyubey paused to lick at one of his wounded paws. "Why are you asking, anyways? This is how witches have been birthed for decades. They are the manifestation of a person's grief, just like you Magical Girls are the manifestation of hope. That system cannot be changed."

Kyouko's eyes suddenly lit up, an idea striking her as Kyubey spoke. Shifting back, she ignored the construct's comment, lost in her own thoughts.

With the redhead out of the picture for the moment, Kyubey turned to Homura. "That was an interesting method of attacking me back there, Homura. It's the second time it's happened too, so I think I know how you did that." He shuffled around, trying to get comfortable. "That was time-control magic, right?"

Homura remained silent.

"You're a strange one, Homura Akemi. I don't ever remember contracting with you, yet here you are as a Magical Girl. Perhaps that time control magic of yours has something to do with it?"

Homura bristled. "What is the point of this conversation?"

Before Kyubey could answer, however, Kyouko piped up. "Wait a sec, you don't remember contracting with Homura?"

"Nope. She's definitely an oddity." Kyubey said, completely ignoring the now flustered Homura. "The only way I can see her contracting with me is if she had already done it in the past. In which case, she'd have the ability to time travel."

"Time travel? What?" Kyouko looked utterly perplexed. "Now that you say it..."

Boring into Homura's eyes, Kyubey gave off the impression of the bad cop. "Is this true, Homura Akemi?"

Before Homura could answer, however, the door creaked open behind them. The two girls whipped their heads around to find Madoka, staring at the two with a confused look on her face.

"Madoka!" Kyouko reached out and saluted with her two fingers. "Shake off your mother, finally?"

"Mama agreed to let me stay out to search for Sayaka. Is it okay if I stay with you guys?"

Homura merely nodded. Kyouko smiled and gave a thumbs up.

Smiling, Madoka stepped into the room, shifting her attention to the captured Incubator. "What were you talking about, with Homura and time-traveling?"

"Nothing you need to worry about." Homura said quickly, cutting off any answer Kyubey was about to give. Stepping forward, she ignored Madoka's confused look and grabbed Kyubey by his neck. "I think we've heard enough for now. Kyouko, could you restrain him?"

Still confused, Kyouko nodded. Procuring a strand of rope, she focused some of her magic into it, so that whatever was bound by it was trapped both physically and magically. Satisfied, she tied the incubator to the nearby wall, pinning his entire body. "You may still be useful, rat. Stay here, and we won't kill you."

"Killing me is pretty much useless. I always have another body." Kyubey shrugged as best as he could. "I'll wait here though. I'm curious as to what your human minds have thought up."

"Good." Kyouko grinned wolfishly, earning strange looks from both Madoka and Homura.

"Kyouko? What are you planning?" Madoka looked extremely confused.

Turning to the door, Kyouko jabbed her thumb towards it. "To save Sayaka, what else?"

"You have an idea?" Homura moved forward as well.

Turning around fully, Kyouko suddenly turned serious. "I do. But it's not going to be easy. And we're going to need a lot of Grief Seeds."

Turning back to the door, she grinned again. "Now shut up and get going! I still need to take care of this body!"

"You still haven't told us what we need to do."

Kyouko blanched. "Right...well, find Grief Seeds! Just find as many as you can! I'll give you details later! In the meantime this bastard and I are having a little talk."

Without another word, the redhead shoved the two girls out the door, slamming it behind them.

"Homura? What does Kyouko have in mind?"

Homura could only shrug. "I...have no idea."

Thoroughly confused, the two walked out the door. Madoka trailed behind Homura, deep in thought.

_'What was all that about Homura being a time traveler? Is she..."_

"Madoka? What are you doing? Keep up, we don't have all day."

"Ahh, okay!" Madoka quickly picked up her pace, joining the dark haired girl as they walked into the heart of the city.

Still, she couldn't shake off the bad feeling in her gut, concerning the girl in front of her.

_'Something's wrong here...'_

* * *

><p><strong>Chapter End.<strong>


	4. Changing Times

Welp, I think this is definitely coming together now. I'm writing the final chapter as we speak (and yes, I'm that paranoid about the plot.)

Just to be on the safe side, I will let you guys know in the next update if you need to reread chapter 4. I really, really doubt I'll have to modify anything, but...well, just in case. Despite the length I plan to do, I'm still a rookie writer. There's a high chance I'll make a mistake.

And I do apologize, but the chapters probably will be slower this week. I have a ten page paper to finish for my English class.

Thank you for those that have read this fic so far. I'm honored.

Anyways! On with the show.

* * *

><p><strong>Chapter 4<strong>

**Lover's Kiss**

* * *

><p>"So, what do you plan to do with all these Grief Seeds, Kyouko?"<p>

Kyouko wolfed down a massive bite of her cheeseburger, chewing quickly. "Not your business yet, rat. I still need the Grief Seeds to know that its going to work in the first place. Anything before then is theory, and I don't need _you_ screwing it up." Finishing the burger, Kyouko tossed the wrapper into the nearly full wastebasket.

"Seeing as you're stockpiling a significant amount, perhaps I can be of use?" Kyubey hopped off the table to stand beside Kyouko. "If you have all these Grief Seeds, you're going to need to get rid of them somehow."

"Ah, right. You bastards get rid of the things, eh?" Kyouko looked at the construct, deep in thought..

"Of course. How else do you think we Incubators collect the energy stored within here?" Kyubey's tail twitched, seemingly in annoyance. "If a Grief Seed acquires too much Grief, it can resurrect the witch. I'm here to convert that grief into raw energy before that process can happen."

"I know you rats do that, idiot." Kyouko snarled. "But...now that I think about it..." Kyouko paused for several seconds, seemingly deep in thought.

Finally, as if a light bulb had gone off above her head, she turned towards Kyubey. "Okay, rat. I'll let you in on the plan. But in exchange, I need your full cooperation. Deal?"

Kyubey shook his head. "And now I'm the one under a contract, huh?" He swished his tail once more before locking eyes with Kyouko. "Very well. I'll help you out. As long as I'm collecting energy, I haven't strayed from my mission."

"Fan-fucking-tastic!" Kyouko whooped, her voice dripping with slight sarcasm. "Now, before I start explaining, get me some of that telepathy business to Madoka and Homura. I can't reach that far, but you can. I need to talk to them about the plan."

Kyubey sighed. "Very well."

Closing his eyes, Kyubey focused his magical will around the room, creating a two way channel between everyone's thoughts.

Opening his eyes again, Kyubey nodded. "Done."

"Good." Kyouko opened her mind, about to say something...

And stopped. Voices were coming from the other side, one calm, yet insistent voice, and another, seemingly broken one. Both of the girls' thoughts projected into the room, caught in the telepathic channel.

Kyouko remained silent, confused by the sudden outbursts from both girls. Their voices and thoughts could only mean one thing...

_'Are they...arguing?'_

* * *

><p>Madoka and Homura walked down the streets of Mitakihara, the two ignoring the noontime bustle of patrons and businesses. The high buildings offered some protection from the merciless sun, but Madoka found herself sweating profusely. Keeping up with Homura was tough.<p>

Jogging forward, Madoka prodded Homura's shoulder. "Homura? Do you know where we're going?"

Without looking back, Homura nodded. "I know of one Grief Seed in this vicinity. I stored it away in a secure location in case of an emergency. Given our current situation, I think we have good reason to use it."

"You keep spare seeds on hand too?" Madoka asked. "I know Kyouko does, but I didn't think you would too."

"I do. I always have a contingency plan ready." Homura brushed her hair out of her eyes, her pace quickening ever so slightly.

"I see..." Madoka caught up to Homura, walking briskly by her side. "So where is this seed?"

"It's hidden by the hospital. Since it was the seed of a defeated witch, there's no harm in the witch reviving. I could safely keep it there, secreted away."

Something in Madoka's brain clicked. "Hospital? Is that..."

"Mami's seed, yes." Homura replied stoically. "Or rather, the seed of the witch that killed her."

"Oh..." Madoka's eyes were downcast. "I wish we could have saved Mami...she didn't deserve that death at all."

"She was a Magical Girl. She knew the risks and the consequences. It happened. That's all we need to know."

Madoka stared at Homura incredulously. "How can you say that? Mami gave her life protecting us...she knew the risks, but that doesn't make her death any less tragic..."

"Once a girl contracts, her fate is sealed. There is nothing more to it. I've been telling you this for a month now, and you still don't understand it?" Madoka could sense the withering tone in Homura's voice.

Kyouko's words from earlier that morning rang in Madoka's head again. _"She's not doing this to save Sayaka, that's for sure..."_

"Homura?" Madoka stopped, forcing the girl ahead of her to stop as well. "Why are you so...uncaring towards the other Magical Girls?"

"I have no time for emotion." Homura didn't turn to look at Madoka. "It simply gets in the way of my job."

Something clicked in Madoka's mind. "If that's the case..." Madoka whispered. "Why are you helping us save Sayaka?"

"I told you, its-"

"No, you haven't." Madoka shook her head. "You've told me its to ensure my happiness, but there's something in it for you. Otherwise you wouldn't be here at all."

Homura sighed, displeased by the sudden stop. "You've been talking to Kyouko again, haven't you?"

"She told me some things." Madoka looked more confused than ever. "She thinks you have a different reason for helping us, something that isn't related to saving Sayaka. You never cared about Mami, you told me to forget about Sayaka so many times...so why help now? What's in it for you?"

Madoka paused, her face scrunched up, deep in thought. "Unless...unless my happiness is what you really want?"

Homura's heart began to beat a little faster. "I never said anything about-"

Madoka interrupted her again, her eyes wide with realization. "That wouldn't make sense though...you just said your emotions were unnecessary." Madoka paused, thinking...

Her head shot up. "What if that's it? What if it's my happiness that you want, Homura?" Madoka stopped in her tracks and looked straight at the girl. "You say you have no time for emotion, but...Now that I think about it...it's always been me, hasn't it? Why do you always act so cold, yet always show up to save me? You told me to abandon Sayaka, you brush off Mami's life as nothing...and yet for some reason, you save us from Charlotte, you stop me from contracting several times...that can't be a coincidence. I mean something to you, right?"

"..."

Madoka continued on her tirade, her newfound boldness unnoticed by even herself. "Even before we met, I had a dream. Someone- who looked exactly like you, was fighting _something_, something large. The city was destroyed, everything was in ruin...and yet I saw Kyubey there as well. Telling me to contract, to become a Magical Girl.

"At first, I brushed this off as some childish dream, yet you, and Kyubey, have shown up, as real as you can get." Madoka paused, taking in a breath of air. "And then Kyouko tells me about Walpurgisnacht, a witch with no barrier, and a description that matches that thing you were fighting as well!"

Homura froze, her blood running cold. "You...had a dream about this?"

Madoka nodded. "For some reason, I have a part to play in all of this! That dream...that dream was too real, too accurate to be coincidence. What are you not telling me?"

Homura winced, but remained silent.

"Why me, Homura? What do I have to do with all of this? There's a reason you don't want me to become a Magical Girl...what is it?"

Homura remained completely neutral. "If I told you...you would not believe me."

"Try me, Homura. If Walpurgisnacht is as bad as you say she is, you won't be able to handle it alone. Even with Kyouko's help, I can't believe that you two will be alright!"

Madoka lowered her voice to a whisper, as if finally realizing just how many people were still around the two. "If I have to, I will contract. I will help you defeat-"

"_No you will not!" _Homura shouted. Several patrons paused to turn their heads at the two bickering girls.

Madoka remained silent, watching as the older girl's mask finally begin to crack. Homura acted quickly, grabbing Madoka's arm and pulling her into the nearby alley, away from the main attention of passerby.

"Don't you see already?" Homura whispered bitterly, grabbing Madoka by the shoulders. "If you contract...that thing, Walpurgisnacht...it'll kill you!"

"How do you know that?"

"Because..." Homura paused, holding back her tears. "Because I've seen it happen. Too many times to count."

"Wh...what? How is that even possible? It hasn't even happened yet!"

Homura chuckled bitterly. "My magic revolves around time manipulation, Madoka. Do the math."

It took her a moment. "So...Kyubey was right. You can travel through time?" Madoka said more than asked, her face lighting up in realization.

Homura hated where this was going, but at the moment she felt backed into a corner.

"I'm..." Homura winced, trying to fight back her tears. _'No turning back now...'_

"Yes. I'm a time traveler. I'm not from...I'm not from this world, not really."

Madoka looked at Homura incredulously. "What do you-"

"Hush!" Homura's outburst caused Madoka to wince, but she continued.

"I'm...I'm from a parallel universe." Homura's voice was wavering and shaky. "When I first met you...you died. You died trying to stop Walpurgisnacht. So I contracted with Kyubey to go back in time, to do it all over again..." Her voice cracked, her words coming out in shallow gasps.

"But still, every time I try to save you, you die. Everyone dies. And I can't do anything to stop it...

"I've spent so many months, so many timelines, trying to prevent your fate from coming to pass! And every time I try, you contract and die...or some other godforsaken event comes to pass and _everyone_ dies!"

Homura's knees gave out, and she collapsed to the sidewalk. "How can I save you...how can I make your realize my plight?" She hid her face in her hands. "I know you won't believe me, but..."

Madoka paused, watching Homura sob at her feet. There was a definite level of insanity that went along with her story...that much Madoka could discern.

_'But it explains why she's so cold.' _She thought._ 'If she's seen the same person die, over and over...and since her powers are associated with time, traveling back like that isn't completely impossible. Her knowledge about the area suddenly makes sense as well...no transfer student knows that much..."_

Madoka shook her head, looking down at Homura. "What you say...makes sense. You're right, I'm not sure if I can believe you right away..."

Homura winced, feeling tears slip down her eyes...

"But that doesn't mean I won't try to believe you." Madoka knelt down next to her, smiling. "Suddenly...my dream, what you've done for me, your time-stopping magic...it all makes sense. The story itself is insane to believe alone, but...combined with everything else, it doesn't sound all that impossible."

"Madoka..."

"But there's something that does worry me." Madoka stood up, bringing Homura up with her. "And now that I know all of this, perhaps this question will be easier." She took a breath. "You still haven't truly answered my original question."

Homura looked up, waiting for Madoka to continue.

"Why are you helping us save Sayaka?"

Homura squeezed her eyes shut. She knew she couldn't get out of this one.

"My original answer holds true, Madoka...I want you to be happy."

"So Sayaka..." She paused. "Never mattered?"

Homura looked down, wincing at her blunt answer. "No."

"Just me."

"Yes."

Something in Madoka's brain clicked. The answer suddenly made sense, and it sent a tremor of guilt and pity down the girls' back.

"You...you love me. Don't you."

It wasn't a question.

Homura's blood ran cold, and she could have sworn her heart broke in two.

Choking back a silent sob, she mouthed a single word.

"Yes."

* * *

><p>Kyouko sat in the middle of the hotel room, shocked at the recent unfolding of events. <em>'Well, that explains why Homura knew about Walpurgisnacht...dammit!"<em>

She silently closed her end of the channel, making sure she didn't accidentally interrupt the two girls.

What the hell was Homura thinking? Trying to take on a Witch Queen on her own was bad enough, doing it over and over again through several timelines was the purest of insanity.

Kyouko snatched a second cheeseburger from her bag, ripping into it voraciously. She'd have to give Homura a lesson on teamwork, something only Kyouko herself had just learned.

But for now, the girls had an argument to settle.

They had to figure this part out on their own.

* * *

><p>Madoka watched in slight shock as Homura sobbed at her feet once more. The single word: <em>'Yes...'<em> still rang in her head, echoing around as the only thought in her brain. _'She...loves me?'_

Glancing down, Homura had broken down full force, and showed no signs of stopping anytime soon. Her emotional walls had completely crumbled, and Madoka, though she understood her rationality, couldn't help but feel guilty for the poor girl.

Gently kneeling down next to Homura, Madoka cradled her head in her arms, pulling Homura closer to her. Slowly, she rubbed her back in small circles, trying to calm her down as much as possible. Homura responded in tandem, leaning against Madoka's chest and whispering frantic words: _'I'm sorry, I'm sorry...'_

The two stayed like this for quite sometime. They had moved behind the alley's dumpster, which had mercifully be emptied the previous night. Safely away from the public eye, the two had slumped against the alley wall, cuddled together in a comforting embrace.

It took several minutes for Homura's sobs to subside. Madoka could sense quite a bit of emotional grief locked within her. After a while, her sobs turned to sniffles, which then turned to shaky breaths. Madoka held her the entire time, comforting her in any way possible.

Finally, Homura's breathing evened out, taking long, full breaths, fully relaxing against Madoka. Tentatively, she tilted Homura's chin up, forcing her to look right into her eyes.

"Hey there."

"Hey..."

"You feel better?" Madoka allowed Homura's head to gently roll back to its original place.

"Yes...and no." Homura flushed red, instantly getting up. "Th-thank you, but...I shouldn't have done that-"

"No, you should have." Madoka cut her off. "Given ...given what you've told me, I can understand your feelings. I really can." She locked her gaze with Homura's, her eyes sympathetic and shining with worry. "But...the Madoka you fell in love with...died in the first timeline, right?"

Homura winced, but nodded tentatively.

"I was..." Madoka paused, considering her next words carefully. "I was a different Madoka back then, wasn't I?"

Homura nodded. "You were...a lot more outgoing. It seemed like...you were more open towards me back then."

"But you were a different Homura back then as well, weren't you."

Homura's eyes glazed over, recalling the distant timeline she called her own. Remembering her shy demeanor, her dorky glasses, the twin braids of long-black hair... "Yes...yes I was."

Wiping at her eyes, Homura steadily got to her feet. "But what happened? Where did I...where did I go wrong?"

Madoka sighed, looking at Homura sympathetically. "I...I can't answer that, Homura. You know yourself best. I think that's an answer you'll have to find on your own."

"I...I understand." Madoka could see Homura picking up the pieces of her fallen mask, trying to reestablish control over her emotions. "I know you're right, Madoka, but...I can't bring myself to accept it. I just can't."

Moving out of the alleyway, Homura felt Madoka fall into step behind her...

"Don't!"

Madoka stepped back, shock and confusion apparent on her face. "What-"

Homura realized how harsh her words must have sounded to Madoka. "I'm sorry, I..." She paused, sucking in a deep breath.

"I need to be alone for a while, if that's alright. I have...a lot to think about."

"Homura..."

"I'll be at the hospital if you need me. I still need to retrieve that Grief Seed."

"Okay..." Madoka watched her turn around, brushing her hair out of her eyes.

"Homura...I'm sorry. I really am."

Homura nodded, fighting back more tears. "I just need to sort out my thoughts. There is no fault on your shoulders, Madoka Kaname."

Without another word, she exited the alley and began heading towards the hospital.

* * *

><p>After several minutes, Madoka exited the alley, having had time to recompose herself. With no destination to head towards and two hours to go until the scheduled meeting time, Madoka simply ambled down the streets, ignoring the looks and occasional questions of the passerby. She knew she should be in school, she knew she should be looking for Sayaka...<p>

But Homura's words still echoed in her head.

"_Hey."_

Madoka spun around, trying to locate the source of the sound. "Who's there?"

"_Relax, kiddo. The rat bastard is extending my telepathy range." _The voice of Kyouko rang in Madoka's head. _"Everything okay over there? When I made the connection, I heard you and Homura..."_

"You heard that?" Madoka stiffened. "She...well, it's a long story, but-"

"_I got the gist of it. She loves you, doesn't she?"_

Madoka shifted uneasily. "Yeah...I believe her, but at the same time its all so..."

"_Unbelievable? Y'got that right, kid. But it makes sense, and it explains why she's such a cold hearted bitch to everyone. Her only exception is you, and that's on special occasion." _

"I feel bad, Kyouko..." Madoka continued walking aimlessly. "I just feel so confused. She does mean something to me, but..."

"_It's Sayaka, isn't it?"_

Madoka's jaw dropped open as she flushed red, stammering.

"_Bullseye." _Madoka could swear Kyouko chuckled on her end. _"Listen, we'll worry about the nitpicky lovey-dovey stuff later. Since you and Homura are separated right now, we may as well try to get two things at once done. Would you be okay heading to Sayaka's apartment?"_

"Her apartment? Why?"

"_Remember that praying witch I helped Sayaka defeat? Well, I slipped the Grief Seed she gave to me into her room. Figured she'd find it and use it just in case." _Kyouko's thoughts took on a softer tone. _"If she hasn't used it, then it'd be great to have it. The more seeds, the better."_

"I guess I don't have much of a choice." Madoka halted and spun around, heading towards the residential district. "I'll let you know once I get there."

"_Sounds good. The seed is locked in a box with a rune on it. Keeps troublemakers out, if you know what I'm sayin'. Don't get lost, now!"_

Madoka smiled. "Kyouko...could you talk to Homura, please? Make sure she's okay?"

"_Don't worry, I was planning on contacting her after I talked to you. I'll keep her head screwed on right, don't' worry."_

Smiling even wider, Madoka nodded. "Thank you, Kyouko."

"_Hey, its nice having friends, y'know? Gotta repay the favor sometime." _Kyouko mentally chuckled. _"Now get going!"_

With that, the connection terminated, and Madoka's head felt slightly emptier than before.

With new resolve, she set out towards Sayaka's apartment, determination filling her eyes.

* * *

><p><em>'I should have expected this kind of difference in the world...I've only gone back in time so many times...<em>

_'So why can I not stop crying?'_

Homura slowly walked through the back alleys of Mitakihara, doing her best to avoid the pedestrians on the city streets. Despite the crowds being not ten feet from her, the thick, tall office buildings that sandwiched the alleyways proved to be an ample sound barrier.

Which was why Homura transformed and drew her pistol when she heard a voice far too loud to be anywhere but next to her...

"_Homura?"_

"Who's there? Show yourself!" Homura turned in a circle, her pistol aimed outwards.

"_Are you an idiot? Recognize the voice, Homura? Kyouko here!"_

"Kyouko? Are you...in my head?"

"_No, I'm chillin' in the sewer drain."_ Kyouko replied sarcastically._ "Of course I am! Kyubey's amplifying my telepathy so that I can talk with you!"_

"I see." Homura returned to her normal outfit, putting her pistol away. "What do you need?"

"_I heard what happened between you and Madoka."_

Homura froze. "So you know I'm not from this world?"

"_I had a feeling from the start. Your knowledge of Walpurgisnacht was a little too detailed, to say the least. But it wasn't much to make a theory off of." _The channel was silent for a moment before Kyouko continued again. _"It does explain why you're so attached to Madoka though."_

"That's none of your business." Homura replied stiffly.

"_Yeah yeah, I know. Don't worry, that's not what I wanted to talk to you about anyways." _Another pause on Kyouko's end._ "I'm here to beat some sense into your selfish mind."_

"What do you mean?"

"_Think about it, Homura. You're trying to save the person you love from turning into a witch, no matter what, using any means necessary. No matter how many times you fail, no matter how impossible it seems, you just keep going, right?"_

"I...suppose so."

"_But there's one thing that you're forgetting, Homura."_

"Oh?" Homura asked, with a tinge of sarcasm.

"_You said it yourself. While you were trying to save Madoka, everyone else died. If what you said about the previous timelines is true, you've only focused on Madoka, leaving everyone else to their own devices. Is that true?"_

Homura blanched at the callous recollection of her previous endeavors, but wound up nodding. "Yes."

"_Have you ever considered that you may actually need their help?"_

"I've never needed help-"

"_Cut the crap, Homura. If you didn't need help, you'd still be in your original timeline shagging Madoka right now."_

Homura flushed red, from anger or embarrassment, she didn't know.

"_Point is, you should be doing what Madoka is trying to do. Save _everyone. _I don't know about you, but three Magical Girls seem to stand more of a chance against Walpurgisnacht than one. Wouldn't you say?"_

Homura blanched. "Three?"

"_Yeah, that number between two and four?" _

Homura resisted the urge to mentally slap Kyouko.

"_You, me, and Sayaka. Mami bit it already, so she's out. And Sayaka...well, we're in the process of saving." _Kyouko said.

Though Homura didn't want to admit it, Kyouko was right. "I...fine."

"_Score one for Kyouko!" _Homura could have sworn the girl had whooped on her end. _"Now get going! You're supposed to be getting me Grief Seeds!"_

"What about Madoka? Where is she?" Homura asked, with a tinge of worry.

"_I sent her to Sayaka's apartment. There's probably a grief seed somewhere around there. It should be safe enough." _

"Very well."

"_Sort out your thoughts, then get your ass back here. Roger?" _

"Fine." Homura closed the channel and set off towards the hospital.

Kyouko's words had merit. She forgot to take one thing into account, though.

"Madoka...how do I let you go?"

* * *

><p><em>She could feel her...somewhere. <em>

_She remembered. Her living quarters, her place of residence. One of the few connections in her life...!_

_She's there? _

_Sayaka writhed as the shadows savagely attacked her, seemingly in response to the memory of her human existence. _

"_You're something else now. Accept it."_

"_No!" Sayaka struggled against the dark energy forcing itself against her, fighting it as long as she could..._

_Images, clear as day, flashed in front of her. She could see Madoka, standing in front of her apartment, opening the oak door, hearing the slightest squeak from the lack of recent use..._

"_She does not like you. She does not love you. That boy didn't. Nobody else does."_

_She tried to ignore the voice. The image was so close, so clear, she could feel Madoka next to her, searching her apartment..._

_Leaning forward, she tried to make some contact, any contact at all..._

_She felt the slightest, feather-like touch of her face before the image was ripped away from her. _

"_Nobody wants you..."_

_Sayaka screamed._

* * *

><p><em>'What was that?'<em>

Madoka shifted uneasily in the dusty confines of Sayaka's apartment, glancing around for any sort of housefly. She had a feeling it wasn't one of the diminutive insects though; the feeling on her face was too light, too...caring.

She glanced around the room, vague feelings of nostalgia flowing through her mind. For a minute, she could have sworn she heard Sayaka's voice in her mind...

* * *

><p>"<em>Madoka, you're late!"<em>

_Hitomi and Sayaka stood at the entrance to the city park, the cobblestone pathway bee-lining towards the school. Just behind them, a fountain flowed vicariously, occasional spouts of cool mist hitting their faces, refreshing them from the late summer air._

"_Sorry!" Madoka called as she raced towards her two friends. "I spent too much time on breakfast!" Madoka quickly caught up to her classmates, her school bag swinging back and forth at her side. _

_Stopping in front of the two, Madoka caught her breath, her lungs burning slightly from the all-out run. Hitomi greeted her with a shy smile and a small "Hello", which Madoka returned. _

_Sayaka had a different approach, however. "Madoka! You really need to stop spending so much time eating! We're going to wind up late at some point because of you!"_

_Before Madoka could even apologize, however, Sayaka was immediately drawn to the top of her head. "What the...that's a beautiful ribbon, Madoka!"_

_She immediately flushed red. "Really? I honestly think it's too showy..."_

"_Nah." Sayaka retorted, confidence adorning her features. "It looks perfect on you! Right, Hitomi?"_

"_Ah...yes it does. It suits you very well." Hitomi said, shifting around to begin walking towards school. _

_Madoka and Sayaka quickly followed, running along the pathway. The three broke into a jog, alternating between half-hearted racing and games of tag, laughing all the while. _

_Eventually, the adrenaline wore off, however, and the girls resorted to walking side by side in comfortable silence. Though Hitomi and Madoka were comfortable with it, Sayaka decided that enough was enough. _

"_So, Madoka! I heard your mother got another love letter yesterday!" Sayaka looked at the girl in question, daring her to challenge the statement._

"_I heard as well. She must be a wonderful person." Hitomi added in._

"_Yeah, she is." Madoka sighed. "I'd love to get a letter like that someday!" Madoka swooned, imagining the idea. _

"_Ah, our dearest Madoka wants to be just like the beautiful and popular Hitomi, eh? Attention and popularity left and right?" Sayaka asked, a playful glint in her eyes. _

"_Ah, no...It's just, Mama always says-"_

"_Aha!" Sayaka turned on the poor girl, her eyes glinting maniacally. "So you're now taking advice on love from your mother? Madoka, you dog, you!"_

_With that, Sayaka playfully began chasing Madoka around, chanting playful jabs at Madoka's mother. Finally catching the girl, she wrapped her arms around Madoka's small frame. "I can't have some random guy taking you away...One day, Madoka...One day, I shall make you my wife!"_

_With that, she leaned forward and kissed Madoka on the neck, eliciting a yelp of surprise from the girl..._

* * *

><p>Madoka jerked out of the memory, her eyes wide. She remembered that day perfectly...nothing like that ever happened...did it?<p>

She flushed red and shook her head, trying to clear the thoughts from her mind.. _'Hallucinations and reminiscing later'_ she thought. _'I need to find that Grief Seed.'_

Her search so far had been fruitless. Fifteen minutes of searching, two cabinets, and one dresser drawer later, Madoka was no closer to finding the blasted seed. She was about to contact Kyouko and ask for some help when she noticed a slight glow underneath Sayaka's bed.

Shifting down, Madoka reached under and pulled out a small box, covered in a faint red glow. A single rune of complex origin was inscribed on the top.

Tracing the rune with her fingers, Madoka was debating whether to contact Kyouko about this when the rune glowed with a sudden intensity. As if responding to Madoka's contact, it slowly faded, releasing the seal and unlocking the box.

_'This must have been Kyouko's doing...'_

Gently prying open the box, Madoka's eyes widened in surprise. Inside lay a small black gem, swimming with negative emotion..._'The Grief Seed!'_

Picking up the seed, Madoka stored it away in the pocket of her skirt. Her mission accomplished, she turned to the door and, after taking one last look around, began to leave.

She never noticed the small, musical-note-shaped mark embedded onto her neck.

* * *

><p>"<em>Did she see me? Did she see me at all?"<em>

"_Does she know I'm here?"_

_A pause. "Does...she even care?"_

_A sigh. "Nobody did before. Kyouske never did...Homura never did..."_

_Another pause. "But Madoka did...didn't she? Until I..."_

_The shadows backed away, satisfied with the damage done to the trapped soul._

"_Why would she now...?"_

* * *

><p>Craning her neck side to side, Madoka gently knocked on the door of the hotel room before entering. She found Kyouko, slumped against the wall with her Soul Gem shining bright in her hand, fast asleep.<p>

Madoka chuckled inwardly, it was the first time she had seen Kyouko sleep since this whole fiasco started. Kneeling next to her, she once again popped her neck and gently shook the spear wielder awake.

Kyouko shot up with a startled snort, before seeing Madoka with a confused smile on her face. Regaining her composure, Kyouko slapped the younger girl on the shoulder. "Hey! How'd the trip to Sayaka's place go?"

"Good! I found this..." Madoka pulled the Grief Seed out of her pocked and handed it over to Kyouko. "It was under her bed."

Kyouko snatched the seed out of Madoka's hand, grinning like a maniac as she did so. "Good work, kid! Anything interesting happen on the way?"

"Not really." Madoka shifted, trying to get more comfortable. "Seeing Sayaka's place brought back some old memories though. It was..." She trailed off.

"Madoka?" Kyouko asked, waiting for the girl to continue.

When she received no response, Kyouko snapped her fingers in front of Madoka's eyes, trying to get the girls attention.

It worked. Madoka reeled back as if struck, landing flat on her back, panting heavily. "Sayaka-"

"Hey, you okay?"

Madoka looked up at Kyouko, her hand outstretched. Grasping it, she allowed her to pull her to her feet. "Thanks...sorry, I guess I just spaced out for a sec." She chuckled, moving back to Sayaka's side and grasping her hand.

Kyouko frowned. "Okay..." _'That was definitely odd.'_

Madoka shifted uneasily, withering under Kyouko's stare. Trying to change the subject, she pointed towards the Grief Seed. "So...whats your plan with these things?"

"Ah!" Kyouko tore her eyes away from Madoka and focused on the seed. "Well, the general idea is this..."

Moving towards Sayaka's body, Madoka saw two Grief Seeds. One was colored pitch black, the other one a lighter shade of gray.

"Watch this." Kyouko said, grasping the lighter seed and touching the two Grief Seeds together. Madoka gasped as energy from the lighter seed transferred into the one she retrieved from Sayaka's. As the seeds were transferring energy, she could visibly see the first seed getting lighter and lighter in color with each passing second. When the transfer was complete, it shone an extremely light gray.

"That's..."

"Strange, huh?" Kyouko affirmed. "Yeah, I saw this on accident. But it does make sense. Soul Gems and Greif Seeds are made from each other, right? I figure if we can drain a seed like this, we could drain Sayaka's grief seed as well!"

"So why do this now?"

"Well, I don't know about you," Kyouko shifted towards Sayaka's body, focusing her magic into warming her up once again... "But I don't want to carry a million grief seeds when we face her. We make one seed that can absorb all the grief, and go from there."

"I see..." Madoka nodded, but winced as she did so.

"Hey, you okay?" Kyouko moved towards the girl. "You seem a little...off."

Madoka nodded, albeit hesitantly. "Yeah, I should be okay...I just need a bit of-"

_'Madoka...'_

"Who's there?" Madoka's eyes darted around the room, scanning for anyone, anything...

Kyouko, at this point, was utterly confused. "What are you-"

_'Madoka...!'_

"Where are you?" Madoka's eyes went wide, frantic even, as she darted around the room.

_'Help me...'_

"Wait! Wait! I'm coming!" Madoka, eyes glazed, wheeled about and sprinted out of the hotel room, not even bothering to shut the door.

Kyouko, now thoroughly alarmed, raced to the door, watching Madoka disappear around the corner. After a moment's hesitation, she darted to the window, trying to catch sight of her.

She saw her, racing east, ignoring all of the people she bumped, jostled, or outright ran headlong into. She moved like a woman possessed, towards a goal Kyouko couldn't even fathom.

"Shit..." Kyouko snarled slightly. "What the hell was all that about?"

* * *

><p>Homura eased her way into the manhole, the cover floating several feet away. Had time not been stopped, watching an eighth-grade girl remove a manhole cover and dive in with relative ease would have been a bit more than confusing to the surrounding patrons. However, they simply stood there, frozen by Homura's time-control.<p>

Hanging from the edge of the cover by her feet, Homura reached her hand into a small alcove. Feeling resistance, she muttered a small incantation, releasing the rune that guarded her prize.

_'Gotcha...'_

The grief seed in hand, Homura flipped herself upright and sprung out of the manhole, replacing the lid and shaking off the excess grime from her uniform. Returning to her place at the entrance of the hospital, she resumed time again.

Satisfied that nobody noticed anything out of place, she turned to leave. Her task was done, for the moment-

"_Homura!" _

Barely suppressing a sigh, Homura opened her mind to the channel. "This better be important, Kyouko..."

"_You're damn right it is! Madoka's run off!"_

That got her attention. "She's what?"

_'I dunno either.' _The voice on the other end sounded panicked and confused. _'She zoned out on me a few times, woke up, and ran out like a woman posessed! I have no idea what got into her!'_

"Dammit. Where was she going?"

_'You got me. I saw her pass by the hotel window though. Headed east. Maybe she's going back to Sayaka's apartment?'_

"I'll find her. You relay anything you know to me!"

Cutting off the connection, Homura raced towards the eastern side of the city. Praying that Madoka was okay.

"_Madoka...what's gotten into you?"_

* * *

><p><em>She writhed in the shadows, the assault, unrelenting. Desperately, she tried to remember that image, the pink haired girl...that kiss. The taste of her flesh, the feel of human skin on her spiritual lips...<em>

"_Madoka?"_

_She called, but nobody responded. _

"_Madoka...!"_

_She sighed, resignation in her voice._

_"Help me..."_

* * *

><p><strong>Chapter End.<strong>


	5. A Foe, A Fiend, A Friend

Good news, guys. That blasted English final didn't take nearly as long as I thought. So this is actually a pretty well-timed update.

Bad news (which...is still kinda good news, depending on how you look at it), is that I was originally planning to stop this fic when Sayaka was restored. (Which, during my initial drafts, was this chapter.) However, I kept getting new ideas, new possibilities...and I haven't even outlined what I want to do afterward. I've got a general gist, but I've only got the epilogue written. So...it may be a slight bit longer on the next chapter as I outline how I'm going to get to the epilogue. Rest assured, I _am_ completing this story, but the next chapter will be a bit delayed as I work in how I'm going to finish this off once and for all.

In the meantime, I'm going to shut up and let you read.

* * *

><p><strong>Chapter 5<strong>

**A Foe, A Fiend, A Friend.**

* * *

><p>"So she only showed up here once, correct?"<p>

"Yes. Seemed in a hurry, so I let her through." The metallic voice of the hotel manager said through the speaker. "I've seen her around a lot, but I've only seen her once today."

"I see. Thank you."

With that, Homura turned away from the apartment complex, pondering where to go next. She knew Madoka was heading in this direction, so why wasn't she here?"

Deciding she needed more answers, she brushed her hair out of her face and paged the manager once again, asking for use of the lobby restroom. After entering the building and locking herself into the stall, she transformed and stopped time, freezing the world around her.

Exiting the bathroom, Homura made her way past the security guard and worked her way to Sayaka's apartment on the fourth floor. Stepping into the room, she resumed time, dissolving her magical outfit as she did so.

"Everything seems in order..." Homura closed the door behind her, locking it to prevent unwanted visitors from intruding. The apartment itself still looked relatively untouched; cabinets and shelves were still in order, and with the exception of the dust that accumulated on some of the less used items in the room, the place was clean as a whistle. The only anomaly was a small, ornate box resting on the bed, recently opened.

"That must be where Madoka got the Grief Seed." Homura muttered. Transforming into her outfit, she gently extended her magic outward, trying to sense anything magically anomalous.

Something snagged her attention near the bed; she could clearly discern Kyouko's magic on the box, but there was something different...a distortion in the flow of magic around her. Curious, she went over to investigate...

"_Homura, open the damn window!"_

Homura jerked up in surprise by the sudden vocal intrusion, reflexively stopping time as she did so. _'Was that Kyouko? Her voice sounded urgent...'_

Moving towards the window, Homura shoved the blue curtains apart...

And stared wide eyed at what she saw.

Kyouko, suspended in the air outside, had a look of fear in her wide eyes as she seemingly plummeted towards the ground. Opening the window as far as she could, Homura backed up and resumed time.

Kyouko launched forward and toppled into the apartment, rolling clumsily as she did so. She remained on the floor for several seconds, opening her eyes only when Homura began prodding at her back.

Getting to her feet, she stared at the untouched window behind her. "Okay, how the hell did I make it through?"

"I stopped time and opened it. How else?"

"Cute." Kyouko said, bending down and lifting up what she was carrying once more.

Homura stared at the girl as if she had grown another set of eyes. "Why did you bring Sayaka's body? How did you get here carrying a corpse?"

Kyouko bristled at the word 'corpse', but brushed it off. "Most of the people in this city tend not to look up. It was pretty easy crossing the rooftops. I just didn't expect the damn window to be closed!" Gently laying Sayaka down on the bed, she turned back to Homura. "Any luck on finding Madoka?"

"None." Homura sighed. "She never came back here."

"Weird." Kyouko frowned. "She was acting really strange back there. I honestly don't think it was Madoka that was in control when she went nuts."

"Did you notice anything strange? Anything, even the slightest bit odd about her behavior before the incident?"

"Not really, no." Kyouko said. She paused, thinking back. "She seemed out of it, but after coming here, I'd expect that." Another pause. "Now that you say it, she was stretching her neck a lot..."

"What do you mean?"

"She was trying to pop it or something. Just looked uncomfortable is all." Kyouko shrugged. "It got more frequent, until she started shouting to...well, someone or something. Eyes glazed over, all that business. Then she ran off."

Something in Homura's mind clicked. "You said her neck was bothering her?" She asked.

Kyouko nodded. "Yeah. Why?"

"The mark of a witch is said to only manifest on one's neck..." Homura's eyes went wide with fear. "And if she was hearing voices, it could be related! Do you think she was kissed by a witch?"

"What?" Kyouko looked shocked. "That's impossible, there isn't a witch anywhere in the vicinity!"

_'There doesn't have to be.'_

The voice came from nowhere, but Kyubey followed shortly after his statement, materializing near Kyouko. "It's rare, but if a human has a strong connection to someone else, they may call out to them. Usually it happens around objects or places that person felt closely connected to when with the other person."

"So wait..." Kyouko's face paled. "Do you think..."

"Sayaka has a close connection to her..." Homura's face was ashen, but slight tinges of red adorned her cheeks.

Kyubey nodded. "I think Oktavia may have reached out to her. This apartment is full of things she owned, so Madoka would have been affected by her influence greatly here."

"Shit!" Kyouko slammed her first into the wall. "We need to get to Madoka, now!"

"Agreed. Losing such a valuable candidate for contracting would be very tragic."

Homura whirled on the construct, resisting the urge to draw one, _any _of her guns. "Is that all you ever think about?"

"Of course." Kyubey said, staring at Homura. "That's what I came to this world for, after all."

Homura wordlessly turned away, pulling out her Soul Gem. Focusing her mind, she activated the tracking system on it, signaling her to any nearby witches. Kyouko had hers out as well, shining brightly.

Homura leaped out the window first, sensing the magical signature Sayaka emanated. Kyouko followed close behind, leaping rooftops in entire bounds, Sayaka's body resting on her shoulder.

They had to get to Madoka before something terrible happened.

Kyubey watched them go, his face as unchanging as ever. "Entropy must be reversed." He said to no one in particular. "It's that simple. Why do they all react like this?"

* * *

><p>Madoka could barely register her arms pumping or her feet pounding the concrete below her. She ran to a destination unknown by even herself, controlled by something she couldn't see.<p>

The burning pain in her neck had subsided, but the glowering itch still remained; despite all her efforts, she couldn't gain control of her arm to do anything about it.

Her mind floated in a haze, her body unresponsive to her commands. The only words spoken were the words she couldn't control...

"I'll be with you soon...I'll be with you soon..."

She felt her body slow slightly; her head was forced down, and Madoka was forced to watch herself cross several thin beams. She realized how high they were; however, the support structures of the halfway constructed office building stretched hundreds of feet below her.

She felt grief. She felt an eternity of wrongdoings. She felt the need to end it all.

The mark on her neck burned with greater intensity.

She continued to run, the desire to end it all, to be with her...with Sayaka, burning in her heart.

"I'll be with you soon..."

* * *

><p>"<em>No! What...what did you do?"<em>

_The shadows let up for a brief moment, only to collapse on her once again. Screaming, she clutched at her chest, burning grief searing into her soul. _

_Oktavia saw what the girl saw, knew what the girl knew. The witches kiss would draw her in easily...another minion. Another familiar. _

_With a great swing of her sword, the cacophony of symphonic sounds resumed, and the Mermaid Witch began swaying once again. _

_No matter._

* * *

><p>Homura stopped her sprint in one fluid motion, craning her neck upwards. She felt her Soul Gem resonate in response to the strange magical flow around the building.<p>

Kyouko, not far behind her, skidded to a halt, far less gracefully than Homura. "Is this the place?"

"Looks like it. The magical signature is the same." Homura said, glancing at her Soul Gem. "Are we even sure Madoka is in there?"

"Do you want to risk not finding out?" Kyouko countered. She reached out her free hand, shifting Sayaka into a more comfortable position with the other. "If she's not, consider it a little bit of recon. If she is, we're saving her sorry ass!"

"Fair point."

"Why thank you." Kyouko shifted again. "Did you find that Grief Seed? If we wind up fighting her, I'd like to actually use my plan."

Homura nodded, pulling out the black seed. Smiling slightly, the redhead pulled out the light-gray seed, pressing the two together.

The response was instantaneous. The Grief from the lighter seed immediately transferred into the darker one. This time, instead of glowing faintly, however, the seed turned bright white, a massive contrast to the pitch-black of the other seed.

Homura looked shocked. "What in the..."

"A Seed of Purity, I like to call it." Kyouko said, smirking. "All the lovely connections of a Grief Seed, with none of the grief. I'm hoping we can drain off Sayaka's grief into this, and restore her normal self. I don't know if it'll work on a witch that's still alive, but..." She shook her head. "It's worth a shot!"

"So you're trying to turn Sayaka's seed into a Seed of Purity?" Homura considered the option. "That's actually not a bad idea."

"If it were bad, I'd have given up already!" Kyouko snarled. "Now let's get up there!"

The two Magical Girls, propelled by their strength and magic, sailed up the many stories of the building, towards the entrance to the barrier.

It was time to end this.

* * *

><p>She could see the world around her shifting. The orange glow of the evening sky being replaced with distorted imagery and maddening hallucinations. She could faintly hear the resounding adagio playing in the background, the high tremolo of the violins, the dissonant chords of the viola's. Around her, posters and fliers materialized from nothing, advertising the great symphony of stolen souls. Written in a deep red color on every flier were words of wanton attention; <em>'Come see me, come love me...Come see me, come love me...'<em>

Ahead of her, the golden doors opened, and the shabby brick corridor she walked through was replaced with a grandiose red carpet with gold-trimmed walls. Large blue windows decorated the sides, memories of a Sayaka long gone flowing past like a roiling river.

Door after door was the same, with more memories passing her by as she headed towards the heart of the barrier. Memories of happiness, of angst, or sheer, fear-ridden horror. Every memory imaginable, lining the walls and playing endlessly like a sick and twisted timeline of fate, reminding the soul inside of every atrocity, every sin that she committed.

But all Madoka could do was stare straight forward as she wandered through the hallway, with one goal in mind.

_'I'll be with you soon...'_

The final door came into view, a oaken behemoth, easily towering over Madoka.

_'I'm here...Sayaka.'_

Grasping the wooden handle, she pulled it open, and stepped into the magical boundaries of Oktavia Von Seckendroff.

* * *

><p>"Kyouko, do you hear that?"<p>

"Yeah..." Kyouko knelt down, concentrating. "The barrier entrance is around here. Nobody has _that _bad of music tastes." Pacing around the room, she shifted her eyes left and right. "There has to be a clue somewhere..."

The office building was plain, at best. With everything still under construction, there was no reason to start decoration at any point. There was no clue as to where the barrier entrance was, either.

Kyouko slammed her spear into the floor, frustrated. "Where the hell is this damn thing!"

"The clue usually pertains to a person's past life." Homura said. "Lets search the upper floor, there's obviously nothing here."

Kyouko grudgingly obliged, climbing the ladder to the rooftop catwalks. It was obvious some of the city gangs had gotten to this part of the building; graffiti was scattered all over the place. Racial slurs and jabs at authority were sprayed, painted, or outright engraved on every surface imaginable.

One caught Kyouko's eye, however. Written in pink, with two hearts adorning each side, the words "Love Me Do" were sprayed onto the wall in way too neat a fashion...

"Homura!"

"Hm?" Homura turned towards her.

"I think this is it." Kyouko said. "Definitely not something a gang would write."

Homura examined the vandalism, nodding affirmatively. "This has to be it. Try to open it."

Kyouko swung her spear in a graceful arc against the graffiti, and a great flash of light overtook the two. Homura shielded her eyes, while Kyouko turned away slightly.

When the barrier entrance finally dimmed down, the two girls stepped into the magical doorway...

And gasped at what they saw.

"W-what the..." Kyouko sputtered, staring at the walls. Memories of her and Sayaka at the church streamed past the navy-blue windows, only to quickly be replaced by their first meeting in mortal combat. Thousands of other thoughts flashed by at a moments notice, mesmerizing the spear wielder with a feeling of nostalgic terror.

Homura's eyes were locked on the right-side wall, flashing with her interventions, her attempts to reason with the girl, the battle with Charlotte...

She realized what the memories were trying to do. "Kyouko! Keep moving forward! This is part of her labyrinth, we have to keep going!"

"But..." Kyouko looked hesitant.

"But nothing. These images are meant to trap us here! We have to keep going, Madoka's still in there!" Homura said urgently, tearing her eyes away from the window once again.

Kyouko stayed where she was, tears coming to her eyes as the memories played past, one after the other. Her first duel with Sayaka appeared the most frequently; time and time again Kyouko watched herself beat down and insult the new girl...

"What...what have I done...?"

"_Kyouko!" _Homura shouted. "You can't apologize to a witch! If we don't do something _right now_, Madoka and..." She paused momentarily. "And Sayaka, they'll both _die!_ Do you really want that!"

That snapped Kyouko out of it. With a sad look on her face, she turned away from the image and locked her eyes on the door ahead of her, desperately trying to keep her focus straight ahead. She remained silent.

The two walked forward, shoulder to shoulder, passing the memories on the wall without the slightest of glances. All the distractions, all of the memories of hurt, of happiness...nothing could stop the two now.

They had a friend to save.

Reaching the final oaken door, Kyouko and Homura spared a glance at each other, nodding affirmatively. Grasping the handles of the door, they pulled them open.

The doors creaked open, the labyrinth behind them vanishing in a flash of white light. Staring forward, Kyouko and Homura got a firsthand look at the personal hell of Sayaka Miki.

* * *

><p>The roof expanded to the infinite beyond, nothingness covering the massive dome the two Magical Girls found themselves in. Around them, bannisters and fliers covered the low walls of the dome, with red-velvet seats rising to the highest peak of the room. In the center lay a massive orchestra of familiars, their only task to play, to entertain, and to serve.<p>

Kyouko and Homura ignored the familiars, however, as their main attention was focused on the ten-story high witch in front of them...and the pink haired girl in front it, mumbling incoherently to herself.

Kyouko snapped out of her trance first. "Homura, there she is! She can't-"

Her words died in her throat. Homura watched, horrified, as Oktavia reached out with her massive hand and grasped Madoka fiercely, lifting her entire body up.

"_Madoka!"_ Homura darted forward immediately, the gears in her shield spinning as time stopped. Spinning past the charging form of a familiar, Homura launched herself into the air, drawing her shotgun from her shield.

Landing on Oktavia's wrist, Homura pressed her shotgun into the hand and let loose with several rounds; buckshot tore into the witch's flesh and froze in place. Careful to avoid the fingers that gripped Madoka tightly, Homura placed several other shots into the hand, making sure the inertia of the shots did not strike Madoka.

Satisfied with her work, Homura flipped off of the hand and swung underneath it, resuming time and flipping into a position to catch Madoka.

Homura heard Oktavia's ear-piercing scream of pain; the music in the room seemed to get louder, as if trying to drown out the cries of the wounded witch. The amplified music tore into Homura's ears, she bit back a scream and squeezed her eyes shut, trying to drown out the noise.

It was only for a moment though. Opening her eyes, she saw Oktavia, in her throes of pain, loosen her grip on Madoka. The girl was sent tumbling to the ground.

_'Shit!' _

Stopping time once again, Homura barreled out of the way of a familiar trying to jump up to her and fell a short distance to Madoka. Homura tried to use as little magic as possible; she resumed time, and was forced to falcon-dive in order to reach the falling girl.

Grabbing Madoka in the midst of the dive, Homura quickly righted herself and landed unsteadily, the weight of an extra body throwing her off. Using all of her strength, she sprinted back to Kyouko, who immediately placed up a large chain of defensive spears to ward off Oktavia as long as possible.

"What the hell was all that about?" Kyouko shouted. "You nearly dropped her!"

"I didn't expect the music to get to me." Homura said, wincing as she rubbed at her ears. "The music has some kind of effect on people. We need to finish this quickly!"

"What? How the hell is that even possible?"

"This is her world..." Homura muttered, double checking Madoka's condition. The girl's face was ashen, but she was still breathing. "This is her illusion. Only she has the right to listen to such music."

Kyouko was about to curse when a loud scream emanated from behind them. The two turned to see Oktavia, now thoroughly pissed at the new intruders, raise her wounded hand, summoning several fate wheels to barrel towards the two intruders.

Kyouko turned to Homura, setting Sayaka's body down. "Get her awake! I'll see if I can't hold her off!"

With that, a small hole appeared in the defensive chain, and Kyouko stepped through, materializing her spear as she did so.

Satisfied that Kyouko would be able to hold her own for a bit, Homura turned back to Madoka. She had regained some of her color, and her breathing was a bit easier. Homura quickly applied pressure to as many parts of Madoka's body as possible, being very gentle around her lower back and neck. If anything of her bones were broken, she wouldn't be able to move Madoka at all.

Satisfied that everything was still intact, she began inspecting the mark on Madoka's neck. The tattoo of the Witch's kiss was still embedded there, pulsing slightly with dark energy. Despite being unconscious, Homura could hear Madoka mumbling faintly, still under the effects of the kiss.

Leaning down, Homura gently lifted Madoka into a sitting position, resting her head in her lap. If she could discern what she way saying, maybe she could help her...

"I'm with you now...I'm with you now..."

Homura froze. If Sayaka gave her the kiss, then that meant...

"Madoka..." she whispered, her voice cracking slightly. "You're with her. She's here with you, but she's not herself." Homura knew where she was about to go, but continued nonetheless.

"She can't see you yet, Madoka. She's not seeing things the way you are! But I know that...that..." she trailed off, glancing at the witch. Homura watched Kyouko dive out of the way of several fate wheels, spinning like a graceful dancer as she kept the witch's attention.

Did she really know?

_'You should be doing what Madoka was trying to do. Save everyone.'_

Homura leaned back down to Madoka, whispering in her ear with a much stronger voice.

"She loves you. She reached out to you because she _loves_ you. You need to wake up and realize that, Madoka..." Homura heard a grunt of pain, and looked up to see Kyouko slamming into the chain barrier, trace remains of splinters on her uniform. "Kyouko!"

Forcing herself to her feet, Kyouko spared a small smile towards Homura. "Relax, nutcase..." Kyouko smiled grimly. "I can handle this." Re-materializing her spear, she reformed the chain barrier. "Keep trying to wake Madoka!"

* * *

><p>"<em>Intruders!"<em>

_The shadows, distracted by the new company, slowed their assault on Sayaka. They had something new to deal with. _

"_What's...going on?" Sayaka wondered why they would stop. What could be more important than her? _

"_Just end it...just get it over with." The absence of the pain was unnerving to Sayaka; whenever this happened it would always come back ten times as worse. _

"_I just want to die..."_

* * *

><p>Ignoring Homura's pleas to Madoka, Kyouko slammed her spear into the ground, materializing a second one and holding it in a horizontal block.<p>

In an instant, six wheels flew straight into the cross block, exploding into a shower of wooden splinters. Releasing the block, Kyouko paused momentarily. A humanoid figure was standing in front of her. Unlike the other familiar's, however, he was not distorted, but dressed neatly in a suit and tie, carrying a violin next to him. His face was obscured by his hair, an Kyouko could faintly see his hands shaking.

Hesitant to attack a possible human target, she started forward. "You! You gonna get out of the way?"

The figure looked up, and Kyouko immediately recognized the face. Unlike all the familiars in the room, this one was reasonably coherent in its body structure. Kyouko saw who it was modeled after with a chilling realization...

The familiar, sickeningly resembling Kyouske, with the exception of his blank eyes missing mouth, lumbered towards Kyouko, his violin raised.

_'Their music has some kind of effect on people...'_

The figure raised his violin, ready to strike the first chord-

_'The hell with that!' _Kyouko tore the figure in half with lightning speed, watching in satisfaction as the familiar was utterly eviscerated. Noticing her opening, Kyouko launched herself forward, rolling to evade the fate wheels sent in her direction, skewering and slaughtering every familiar that drew near. She was a woman possessed, with one goal in mind.

Reaching a satisfactory distance, Kyouko drove her spear into the ground and pole-vaulted high into the air. Flipping several times to evade the fate wheels in the air, she felt the arc of her jump slowly begin to even out.

_'This better work.' _She thought, as she retrieved from her pocket a small white seed. Landing roughly on the witch's arm, Kyouko kept propelling herself forward, flipping to the other arm when Oktavia tried to throw her off.

The game of arm-switching came to an end when Kyouko, instead of leaping to the other arm, used the momentum from the fling to launch herself _at_ the witch. More specifically, the base of what could be called its neck.

Grabbing into the red bowtie, Kyouko climbed like a spider monkey to the base of the ribbon, where a small black seed outpouring grief lay.

_'Now or never!'_

With a cry of triumph, Kyouko slammed the Seed of Purity into Sayaka's Grief Seed, watching with satisfaction as energy poured from the witch into the new seed.

* * *

><p>Homura smiled. She saw the epic acrobatics that Kyouko used, and could feel the grief around the barrier beginning to dissipate. Small holes of reality began to show in between the barrier walls, and the orchestra in the background was slowly losing its cohesion, becoming more and more dissonant. The countless red seats and bright lighting in the room slowly began to fade, turning a dark black and blue.<p>

Turning back to Madoka, she continued to utter words of comfort to the girl, desperately trying to wake her. Homura brushed a hand across Madoka's forehead, gently moving the sweat-covered bangs plastered to her forehead.

After several seconds, Madoka's eyes shot open with a startled gasp.

Homura expected words of relief, words of confusion from the girl. However, her eyes were full of fear. "I can't hear her anymore!"

Homura looked at Madoka in confusion. "What do you mean, Mado-"

An scream tore through the room.

* * *

><p>Kyouko was launched backwards as a massive fist flung her from the base of Oktavia's neck. Though the witch was severely weakened from the vampiric effects of the seeds, the sheer power and desperation that coursed through the witch's body was still extremely formidable.<p>

Oktavia flickered in and out of reality, the last traces of grief in her seed fueling her final moments of indescribable rage. Looking down, Kyouko saw the Seed of Purity she once held was now a pitch black color, slowly seeping with grief. There was no way it could absorb any more. _'Damn it!'_

Kyouko evaded the massive fists that came crashing to the ground in a berserker rage. If she could climb back up...

A massive tail suddenly lashed out, catching Kyouko by complete surprise. She was sent sprawling as the tail connected full-on with her body.

"Kyouko!" Homura shouted, watching the defensive chains dissipate around her. Quickly seizing the initiative, she placed Madoka down next to Sayaka's body and formed a small purple dome around the girls. Launching herself forward, she stopped time right as a massive fist would have crushed her.

Running underneath the first, she propelled herself up towards Sayaka's Grief Seed, resuming time right as she reached the base of the flickering bowtie. Oktavia looked around, seemingly confused as to where Homura had gone.

Checking the Grief Seed, Homura knew only a bit more grief would have to be drained for a Seed of Purity to be made. The inside shone an extremely light gray, as if begging for release from the torture.

_'But there aren't any more Grief Seeds...How do I...?'_

Homura sighed in sudden realization. This would hurt, and it would hurt a _lot_, but she knew what had to be done.

As she shifted her position to allow better access to Oktavia's Grief Seed, Homura thought back to Madoka's words in the alley.

_'You were a different Homura back then too...weren't you?'_

"You're right, Madoka" Homura muttered to herself. "I was different. And I was also wrong."

Pulling the sleeve of her arm back, she pressed the top of her wrist to the Grief Seed.

"But now...I'm going to make it right."

She felt her Soul Gem connect with the seed, felt Sayaka's grief slowly seep into her...

And for a fleeting moment, past the darkness and shadows...Homura could swear she saw _her._

Losing her grip on the now faded bowtie, Homura watched with a small smile as Oktavia disappeared, and the seed began to glow a bright white.

* * *

><p><em>'Madoka...' <em>

_A scream echoed through the void as the shadows were sucked away into nothingness. The scream echoed around the chamber, causing Sayaka to wince._

"_Wait a minute...that wasn't me..."_

_Slowly, the shadows began to dissipate, the music began to slow, and the echoes of the final scream dissipated around her..._

_The void became a true void, with nobody but her. _

"_Hello...?" _

* * *

><p>Recovering from the knockout blow, Kyouko watched as both the pure white seed, along with Homura, fell to the ground.<p>

"_Homura!"_ Using the last of her energy, Kyouko pushed herself forward to where Homura's body lay. She was in bad shape: large bruises were beginning to form on the arm she landed on, and Kyouko could see that it was bent at an odd angle; broken.

Looking down at the unconscious girl, Kyouko saw the deep tides of black swimming in Homura's Soul Gem...

"_Shit! She didn't..." _Kyouko knew she did, however. Transferring grief from a Soul Gem to a Grief Seed was always a good thing, but she never found a need for the reverse to happen.

"Looks like she did...Dammit, Homura!"

Kyouko was cut off from her thoughts as she heard someone stir behind her. Madoka slowly opened her eyes once again, looking around confused.

The moment Madoka's bleary eyes fell on Sayaka's body, she darted over, grasping her hand. She looked at Kyouko with wide eyes, her question silent, but known. _"Did you do it?"_

Kyouko nodded tentatively. With some effort, she lifted Homura's body up, careful to avoid her injured arm, and limped over to Madoka. "I...think we did it, kid."

Her face suddenly turned to shock as Madoka's neck came into view. "Madoka! The Witch's Kiss!"

Madoka looked at Kyouko, confused, until reaching up to touch her neck. Immediately she pulled her hand away, wincing as she touched the flesh where the kiss was embedded. She looked at Kyouko with slight amounts of fear in her eyes. "Why...why isn't it gone?"

"Beats me..." Kyouko said. "You feel normal now, though?"

"Yeah." Madoka nodded. "Where's Sayaka's-"

Madoka stopped, fear filling her eyes. Kyouko tracked her vision to the body draped across her shoulders..

"Wh-what happened to Homura?" Madoka stared with horror at the damage to Homura's body and her Soul Gem. "Kyouko, what happened? She's hurt, badly! We have to...we have to-"

Kyouko turned back to Homura, frowning at the extent of the girls' injuries. "I know, I know! Make it quick, Madoka. We need to get out of here; Homura isn't going to last very long."

Kyouko shifted, handing over the Seed of Purity to Madoka. "Remember what happened at the highway overpass? Once its back in her hand...she should return to her normal self."

"But Homura-"

"I know!" Kyouko said urgently. "But first we need to revive Sayaka. If she can walk her way outta this, it'll save us a lot of time!

Numbly nodding, Madoka tentatively, placed the seed into Sayaka's hand.

Several seconds passed.

"Sayaka...?"

There was no response.

Sayaka Miki continued to lay still.

* * *

><p><strong>Chapter End.<strong>


	6. A Soul, A Sense, A Solution

This...was definitely the hardest chapter to write. I should be in the clear after this one, but planning it out was a major pain.

Oddly enough, an anime-induced depression consisting of watching Madoka, Clannad, and Angel Beats back to back helped in writing this. Although copious amounts of K-On will be needed to get outta this mood.

Once again, I'll let you know in the above notes if you need to reread chapter 6. Just in case I somehow missed something. I don't think I did, however.

Anyways! Enjoy.

* * *

><p><strong>Chapter 6<strong>

**A Soul, A Sense, A Solution.**

_The world was white, but there was still no light. _

_She floated, lost in an endless haze, nothing to see and nothing to feel. _

_Slowly, she shifted her spiritual arm, trying to make contact with herself, with something..._

_Fruitless. _

"_What do I do now...?"_

* * *

><p>Despite the evening sun casting its glow over Midakihara, the hotel room was dark as night. The sole light that illuminated the room was from that of Kyouko's Soul Gem, glowing a faint red as it sat on the table.<p>

Madoka looked around the room, sighing in defeat. Kyouko had fallen asleep some time ago, working herself to the brink of exhaustion trying to stabilize Homura. Sayaka was still gone, and Homura herself was still out cold from her injuries, her broken arm wrapped in a hastily-made sling.

Madoka lay in between Homura and Sayaka, her hands clutching the hands of each respective girl. She held Sayaka's for emotional support, and Homura's to try and stave off the grief she absorbed as long as possible. Her Soul Gem had been covered with inky blackness, and Madoka knew if something wasn't done soon...

She shook off that thought. They could still save her!

Three Grief Seeds, all used in the creation of the Seed of Purity, lay strewn about the table, their capacity at their max. Madoka had tried pressing them to Homura's Soul Gem, willing the grief out of it, but to no avail. All of them had maximized their capacity.

And so, Madoka did the only thing she could do, and clutched the girls hands tightly, praying that something...anything would happen to save them.

Hearing someone shift next to the bed, Madoka turned around to see Kyouko struggling to her feet. Upon seeing the pink-haired girl awake, Kyouko flashed her a weary smile, before limping over to where she was.

"Any change?" Kyouko whispered, glancing at the girls.

"Nothing." Madoka whispered back. She clutched their hands tighter on reflex. "What are we going to do, Kyouko? Homura's stable now, but...what we can't..." She couldn't continue.

Kyouko patted Madoka's head reassuringly. "Hey, no talking like that. We'll save em'." Smiling wearily, she transformed into her outfit.

"Kyouko?"

"Yes?"

"What did happen to Homura?"

Kyouko winced, silently hoping the question never came to pass. "She...The seed I had didn't drain all of Sayaka's grief." Kyouko turned around to face Madoka fully. "So Homura over here acted like a damn hero and drained the rest of it with her own Soul Gem. The resulting fall when the witch disappeared is what messed up her arm."

"She...deliberately did that? To save Sayaka?"

"Looks like it, kid." Kyouko nodded. "I dunno why, but...she did."

"But why isn't Sayaka awake? Her grief is gone, so..."

Kyouko sighed. "I have no idea...all of her grief is gone, so it should have worked."

Raising herself up, she transformed and began heading towards the door.

"Kyouko? Where are you going?"

"I need to go find a witch. We need a Grief Seed for Homura, first and foremost." Kyouko said, grabbing a leftover cheeseburger and a box of Pocky. "We've done all we can for Sayaka, at the moment. Right now, Homura is in worse danger." Turning back to Madoka, her face became grim.

"Listen, Madoka. If Homura wakes up, you _need_ to keep her as calm as possible. Her Soul Gem is nearly at capacity, and with that broken arm of hers...well, expect her to be more than a little freaked out." Kyouko turned away. "My magic...I can't heal. I have no idea how to. The cast she has is the best I can do right now. The rest is up to you."

"I understand." Madoka said, clutching Homura's hand tighter. "She won't die. I'll make sure of it."

"I know you will, kid." Kyouko said, walking towards the door. "Stay here until I get back. Do not answer the door for anyone, okay?"

Madoka nodded, slumping back against the headrest. "Kyouko, you come back alive too, okay?"

Kyouko snorted, removing a stick of Pocky from its box and popping it into her mouth. "Y'damn right I will. I'm not gonna die just yet. Hard to believe I have friends now..." She chuckled. "Definitely not missing out on that."

Without waiting for a reply, she was out the door.

* * *

><p>Madoka sighed, closing her eyes once again. Despite her weariness and fatigue, she just couldn't get to sleep. Images of Homura flashed through her mind, and she could see vague images of being comforted by the time-traveler as Kyouko fought. They were choppy and unclear...but Madoka was sure it happened.<p>

Leaning back against the headstand, she reopened her eyes. Sleep was useless at this point.

Her fatigue was so great, though, she didn't see the flash of white light permeate the room, nor notice the small creature that now stood on the table.

"Madoka, are you awake?"

Madoka shot up, now fully alert, as she stared at the construct. "Kyubey!"

"Can we talk for a bit? I'd like to speak with you about some things."

"If you're trying to get me to contract, it's out of the question for the moment." Madoka said, sitting up against the bedstand. Then, softer, "What do you want to talk about?"

"I want to talk about your attempt to save Sayaka." Kyubey said, laying down on the table. Nudging the full Grief Seeds, he asked "Would you mind?"

Madoka sighed, releasing the hands of both girls and shifting to Kyubey, beginning to place the Grief Seeds into the small indentation in his back. "Kyubey, what's wrong with saving Sayaka? Is it something you're against?"

"Not really, no." Kyubey said, twitching as the first Grief Seed was absorbed. "You're not doing anything detrimental to my mission. All that transfer of grief you did just shifts it around. I don't lose any of it, so it doesn't bother me." Kyubey sighed. "I don't understand why you'd go through all this work for one human, though. There are already so many of you on this planet, what's just one dead person?"

"Don't...don't say that!" Madoka cried. "Sayaka is someone, too! It's not just losing someone else, it's losing my...my best friend!"

Kyubey cocked his head to the side. "There are 6.9 billion of you, and ten of you humans are born every four seconds. Surely there's a replacement somewhere?"

"No! That doesn't make sense...Sayaka isn't those other people! She's...she's Sayaka!"

"So why do you see her as important, Madoka Kaname?" Kyubey asked. "What sets her apart from millions of others?"

"She..." Madoka paused, thinking deeply. "She means something to me! She's been my best friend for years! That's why I see her as important!"

"Can you feel that way about someone you never met, though? Someone who's name you've never heard?"

"That's just it, Kyubey..." Madoka said, tears filling her eyes. "There are millions of us, sure, but we all have our own emotions. Maybe millions of people won't care Sayaka's gone, but...some people will!"

She wiped at her eyes. "What makes you think I have to know everyone to feel bad for them? _Someone_ is going to miss them, or feel bad for them!"

She sighed, the tears in her eyes threatening to fall. "Perhaps we do things that hurt others on occasion. But in the end, the end goal for us is to cause as little harm to others as possible. And you completely ignore that and sacrifice others for this cause!"

"It's a worthy long-term sacrifice, though." Kyubey stated. "Humanity merely possesses the required traits to reverse entropy, that's all. It's a little surprising that your race is able to coexist when everyone has their own personal emotions."

"How can you say that..." Madoka stared at the construct in shock. "How can you be so callous?"

"I suppose I can't understand because my race doesn't have emotion. But your souls are simply the best material for this task. We have the technology to harvest souls, so we use it."

"So that's all you see us as?" Madoka asked, her eyes shrouded by her bangs. "We're nothing but materials?"

"Not really. If we thought of you that lowly, we wouldn't even grant you a wish." Kyubey said, closing his eyes as the second Grief Seed was locked away safely. "We know you're sentient lifeforms, so we bargain with you. It's that simple."

"But you betrayed those girls! You held back the true nature of the contract!"

"I did not betray them, Their wishes did. Any wish bound by logic can be twisted. And it naturally will lead to the worst possible result. They simply didn't' realize this."

"If you realized that, why did you bother giving us a wish in the first place?"

"If I asked you to contact without something in return, do you think you would take it?"

Madoka remained silent. Dropping the final seed into Kyubey, she turned her head away as the fourth flash of light permeated the room. Rising up, she moved back to the center of the bed, grasping the hands of a still Sayaka and a stirring Homura once again.

"Kyubey...please find another way...Maybe you're not hurting everyone by doing this, but you're hurting some people! And it's not just the girls that contracted. You're hurting their friends, their family, their classmates...Everyone that even knew them, or just saw them on the street, or even just talked to them once! When they go missing, there will always be people that miss them!"

Madoka glanced at Sayaka's prone form, tears flowing down her cheeks. "Why should a life be born, just to be sacrificed? They should be ale to live..."

Kyubey shook his head. "Humanity is the best resource we can find as of yet." He began fading from view. "It's no matter though. I've retrieved the Grief Seeds, so that's what counts."

Turning back, Kyubey glanced at Madoka. "If you ever want to die for the sake of the universe, let me know."

With that, Kyubey vanished.

* * *

><p>Pivoting on one foot, Kyouko turned and flung herself off the rooftop, flipping end over end as she descended towards her destination. She was in freefall for several seconds, before righting herself and landing on the lower roof, rolling as she did so.<p>

Her Soul Gem glowed brighter at her descent in altitude, indicating whatever witch she was tracking was close. Stretching her magic out, she could feel the emanations from the barrier close by.

Looking down from her vantage point on the rooftop, she saw a small alleyway, covered in hearts and white cards, seemingly distorting and waving around. _'Yup, that's definitely an anomaly.'_

Hopping down, Kyouko absorbed the brunt of the fall and materialized her spear, looking for any sign of an entrance...

"So you're still out hunting witches?"

Kyouko snarled at the new voice. "You. What the hell do you want?"

"Nothing in particular, really." the newcomer said, hopping down to the alleyway. In the darkness of the corridor, his red eyes looked all the more ominous. "Just commending you on your dedication to fighting these witches. You and Homura haven't been very efficient lately."

"Kyubey, you have five seconds to explain why you're here before I turn you into swiss cheese...am I understood?" Kyouko asked, her voice quiet, and all the more threatening.

"Killing me does nothing. I always have another body ready." Kyubey retorted, not even flinching when Kyouko's spear shot forward, hovering an inch from his head. "I though you'd be back taking care of Homura?"

"Why's it your business?" Kyouko countered. "Madoka can take care of her. And in case you didn't notice, her Soul Gem is just a bit, oh, I don't know, _damaged?_" Kyouko looked ready to chew rocks and spit out sand.

"I see." Kyubey said. "So what's your plan with Sayaka Miki?"

Kyouko winced, her expression softening. "I really hope we can save her...but if the seed isn't responding to her body, then I don't know what else to do."

"Wasn't it obviously impossible from the start?"

"Don't give me that crap, rat." Kyouko inched the spear closer to Kyubey. "We got a helluva lot farther than you ever would have."

"Farther means nothing if you can't continue in the first place."

"You're treading on some damn thin ice, rat." Kyouko growled. "You want to tell me just why the hell you're here?"

"You removed the grief from Miki's Grief Seed." Kyubet stated, scratching at an ear. "But she still has no hope. Her soul is in limbo, unable to do anything in the outside world. She has no physical connection here, after all."

"What...?"

"Like I said, it was an impossible effort from the start." Kyubey said, without batting an eye. "I never expected what you accomplished to happen. But Sayaka is in a neutral limbo, unable to do anything. There's no way to give her emotion if no one can reach her."

"So we find a way to transfer hope, through a Soul Gem..."

"That's impossible, Kyouko." Kyubey stated with a sigh. "Only grief can be transferred between gems. You know that. Besides, with this in our way, the time for planning against Walpurgisnacht grows thinner and thinner."

"We'll deal with Walpurgisnacht, _without_ your help!"

"You still need planning. Every second wasted is-"

Kyubey never got to finish. Kyouko drove her spear through the constructs head, exiting out the other side in a spray of tattered red fur.

"That was pointless." A voice said from behind, causing Kyouko to whip around. "I don't understand why everyone reacts the same way to news like this. Everyone but themselves are to blame in human society." Kyubey ran up to his previous corpse, devouring it with practiced ease.

Sitting up, he coughed slightly, turning back to a disinterested Kyouko. "When it comes time to plan for Walpurgisnacht, let me know if you want help."

Without another word, Kyubey walked out of the alley.

Kyouko, now thoroughly irked, rematerialized her spear, whipping around and stalking towards the barrier's entrance. Without missing a beat, she activated her short-range telepathy, focusing on the one girl conscious in the hotel room. _"Madoka!"_

"_Hm?" _Madoka's voice rang in her head.

"_Do you know of any kind of connection Sayaka may have to our world? Some sign, mark, anything?"_

There was a long pause. _"I don't think so...All we have is her seed."_

"_I see..." _Kyouko stated._ "Okay. Keep watch on Homura. I'm gonna go kick some ass."_

"_Okay!" _The connection closed.

Entering the barrier, Kyouko glowered at her conversation with Kyubey. "That two timing son of a...what's wrong with having a little hope!"

* * *

><p><em>'How can he not see how people are hurting...?" <em>Madoka thought to herself, gripping Sayaka's and Homura's hands tighter. _'Why does it have to just be humanity...'_

Her thoughts were cut off immediately as the body on her right shifted slightly, stirring. Madoka immediately tensed, gripping Homura's hand a little tighter, turning slightly away from Sayaka.

"Homura? Can you hear me?"

Slowly, as if fighting against it, Homura opened her eyes, looking blearily around. She noticed Madoka's worried face, the mild twinge of pain in her arm...

Lifting the hand Madoka was holding, she saw the blackened form of her Soul Gem. Her eyes widened as she gawked at the damage, only to wince at the tinge of pain in her other arm. She tried to move it, to figure out what the problem was-

"No!"

Homura's vision exploded as her arm seared in blinding pain.

* * *

><p><em>'Now this is more like it!' <em>Kyouko thought as her spear plowed through the two black hearts soaring her way. Pivoting out of the flight of a heart-shaped arrow, Kyouko darted forward, jamming her spear into the grotesque archer. Before the familiar even had time to disintegrate, Kyouko was off and running again, trying to make it into the barrier's core in as little time as possible. She knew she didn't have enough energy for a prolonged fight.

Summoning a large formation of spears above her, Kyouko let gravity do the work for her as the rain of projectiles decimated the waiting familiars in front of her. Weaving past several more arrows, she ignored the familiars entirely, forcing her way past the pink, heart shaped walls. Without hesitation, she charged through the final doors of the labyrinth, finding herself in the large barrier's core, where the witch lay.

_'Pretty funky room for a witch...' _Kyouko mused. Around her were several white cards plastered to the wall, hearts and admirations adorning every single one of them. The room expanded outward from the low walls, velvet red lining the room, giving it a soft, fuzzy feeling.

The witch herself Kyouko had to gawk at. A larger version of the heart-shaped familiar's she fought outside, this one was a dark black, trapped in a golden cage, pulsing with every beat of its body, giving off a resounding bass that shook the room with every beat. On each side of the core, two veins connected itself to the heart, pumping in tandem with it. Though the veins were connected to seemingly nothing, they way they shifted gave Kyouko the sickening feeling that something was in there.

_'No time for this. Gotta defeat it...'_

"Hey, you! Let's get this done!"

Kyouko charged forward, doing her best to ignore the faster pace of the beating heart. Leaping forward, she materialized a second spear and jumped high into the air, flipping once to gather momentum.

"Take this!" Completing the flip, Kyouko held both spears out in front of her and drove straight down in between the bars of the cage, tearing into the heart's muscle tissue and creating a large gouge that spanned down its body.

Landing softly, Kyouko backflipped, putting some distance between herself and the wounded witch. If she could take out the body...

_'What the hell?'_

She gasped in awe as the wounds she inflicted on the witch were sealed up, as if they were never there. The heart continued to beat faster, shaking the room with every sound it made.

Kyouko winced painfully at the sound, readying her spear once more. "This is not going to be as easy as I thought..."

* * *

><p>Given her situation; with a broken arm, a nearly-corrupted Soul Gem, and the girl she knew didn't love her back, who could only hate her after her confession...Homura did the only thing her mind could tell her to do.<p>

She screamed.

"Homura!" Madoka immediately pulled herself upright, grasping Homura's shoulders and holding her down as gently as she could. "Homura, you need to calm down...you're safe here, you're okay..."

Madoka tried to keep the girl still, but with only one good shoulder, it was hard to keep Homura from moving around too much. Resting most of her body weight against her good arm, Madoka took her free hand and brushed Homura's cheek, trying to will the girl to calm down.

After several agonizing seconds, Homura's writhing form became still, but her heavy breathing continued. She tried to move her arm again, and after no response she let out another pained whimper.

Turning to the girl who was darn near laying on her, Homura weakly tried to speak. "Ma..doka..."

"Shh, hang on." Madoka lifted herself up and ran to fetch a glass of water, hearing the raspiness in Homura's voice. After several long sips, she sat Homura up against the bedrest, rubbing her back in small circles.

"Madoka...what...what happened? Back at Oktavia's barrier..."

Madoka sighed. "I...don't really know myself. All I remember was searching for the Grief Seed in Sayaka's apartment. Then...well, next thing I know I was hallucinating. I could hear Sayaka...calling out to me. Telling me to join her. It was nonstop."

She closed her eyes after that. "Next thing I knew I heard your voice, telling me that she loves me...and then Sayaka's voice went completely silent. I woke up for a moment, then passed out again. And...well, here we are."

Homura nodded weakly, still shaking from the shock. "I remember...God, I can't even _think _straight!" She shouted, slamming her hand into her head.

"Homura!" Madoka chastised, gently taking her hand into hers. "Stop...I know you're feeling bad right now, but that's just due to your Soul Gem. Kyouko's out getting a Grief Seed right now, we'll get you healed..."

"Why?" Homura chuckled bitterly. "So I can go back to sulking around? So I can be a selfish fool again?" Tears were welling in her eyes; Madoka saw her Soul Gem grow just a bit darker. "I've been alone for so long that I...I don't know what to do! Even around you and Kyouko I can't do anything right! I can't save you, I can't save Sayaka..."

Dipping her head down, Homura sighed. "I'm hopeless..."

She stayed like that for sometime, until she felt a hand on hers, and a body impact against her.

Madoka, shaking, clung to her like a lifeline. "Don't. Say. That."

Homura's Soul Gem brightened a small amount.

"Wh...what?"

"You are _not_ useless!" Madoka near shouted. "You are not selfish! If you were selfish, you would have abandoned me in your first timeline! If you were selfish, you wouldn't be here now helping us!" Madoka trembled violently, her outburst being too much for even her to handle. "Kyouko told me about what you did. She told me you used your Soul Gem to drain off the rest of Sayaka's Grief. Do you realize at all how _dangerous _that was?"

"I..."

"That was dangerous! That was _suicidal!_" Madoka shouted.

Then, softer, "But you did it anyway. For us."

"..."

"You are our friend, Homura." Madoka said, pulling back so she could look Homura in the eye. "You are our friend, and I am _not_ going to see you put yourself down as useless. Okay?"

"You're...not mad at me?" Homura asked, tinges of fear still in her eyes. "About...about what I said back in the alley?"

Her gem flashed slightly, the grief contained reducing bit by bit.

Madoka looked incredulous. "Of course not, Homura. The fact you've gone through so much for me is...is amazing." She sighed. "But...I'm sorry, but I see you more as my sister than anything else. The person that always protects me no matter what."

Despite her words, Homura smiled slightly. "I guess...that's not so bad, huh?"

"No..." Madoka smiled. "No it isn't." Then, curious, "Are you okay with that?"

Grasping Madoka's hand, Homura nodded. Her Soul Gem, though tinged with traces of magical depletion, shined a dark purple once more.

* * *

><p>"Of course."<p>

_It was there...wasn't it?_

_No...that's impossible. She couldn't feel anything, could she?_

_But that feeling...it was so familiar. Something warm, something...human. _

_Human? Was she human at some point?_

_What did it matter. She was silent now._

_But that warm feeling...she could feel it again. _

_Couldn't she?_

* * *

><p>Madoka lay in between Homura and Sayaka once more, trading glances between Homura's injured shoulder and Sayaka's prone form.<p>

Homura looked into her new sister's eyes. Traces of weariness were beginning to form under them, but Homura could swear she saw traces of a smile on her lips...

Something caught her eyes. "Madoka?"

"Hm?"

"Could you...turn your neck just a little bit?"

Madoka caught on immediately. "I know." Turning her neck, she gave full view of the wtich's kiss to Homura.

"Wh-what?" Homura gasped, paling. "Why is that still on there?"

Madoka chuckled, trying to ease the tension. "I'm not so sure myself. It is a Witch's Kiss, so it should have disappeared with Oktavia, right?"

"Yeah..." Homura propped herself up, trying to get a closer look at the mark. "May I?"

"Sure." Madoka affirmed, noticing what she was trying to do.

Leaning down slightly, she turned her neck outward, exposing the mark to Homura's critical eye. Examining it carefully, she prodded the skin around the mark gently, looking for any sign of magical anomalies.

"This should have vanished when we defeated Oktavia..." Homura mused aloud. "I wonder if..."

"If what?" Madoka asked, confused.

"Hang on." Homura said. Drawing a tiny bit of magic to her finger, Homura extended it to Madoka's neck. With great care, she touched the mark directly...

And reeled back as if struck, her eyes rolling into the back of her head for a split second.

* * *

><p><em>What the...!<em>

"_Who was that!"_

_Sayaka Miki floated in the void, now thoroughly alarmed. _

_What is going on...!_

_Craning her neck, she racked her mind for answers. _

"_She looked so familiar..."_

* * *

><p>"Homura!"<p>

Homura paled once again. "Madoka...that isn't Oktavia's mark."

"What do you mean?"

"Oktavia is dead. That much we know." Homura said. "But Sayaka Miki...is still alive."

Madoka looked even more confused.

"Madoka." Homura said, a tinge of surprise in her voice. "That mark is from Sayaka herself."

"Wh-what!"

"It is." Homura shook off the effects of the connection. "I just connected with her. It was only for a brief moment, but I...I saw her. It was her, I'm sure of it!"

Homura slumped back and winced, the makeshift cast shifting slightly.

"Hey!" Madoka gently pushed Homura back down, grasping her hand. "Easy now, we still need to wait for Kyouko."

"I know..." Homura lay back slowly, feeling herself impact against the soft mattress. "Madoka, do you think you can connect to her in any way?"

"Me?" Madoka looked confused for a moment. "I...don't know. I'm not a Magical Girl, so I can't use magic to do it. And the seed doesn't respond when I hold it."

Homura stared at the seed. "There has to be a way..."

The two sat in silence for a bit, Madoka holding Sayaka's Purity Seed, Homura deep in thought.

"Connection..."

"Hm? You say something, Homura?"

"That's got to be it!" Homura turned to Madoka, her eyes burning with determination. "Madoka, how was Sayaka contacting you before?"

Madoka thought for a moment. "The...Witch's Kiss, I'm assuming. That's when it started, at any rate."

Homura nodded, feeling the pieces come together. "The Witch's Kiss was her direct contact to you...so now you need direct contact to her."

Madoka thought for a moment, before lighting up in realization. "Kyouko said something about a connection Sayaka would have to the real world! Do you think that's it?"

"It's worth a shot." Homura urged. "We're not getting anywhere otherwise."

Madoka nodded. Lifting up the seed, she pressed it against the mark on her neck...

Madoka slumped against the bedrest, her eyes rolling into the back of her head as unconsciousness overtook her.

* * *

><p>Kyouko materialized several dozen spears, placing them in a defensive phanlax around her.<p>

The attack was hard-hitting and instantaneous; several smaller hearts were impaled on the wall of pole arms. The moment the assault stopped, Kyouko made her move again, landing several decisive strikes on the large heart in the center of the room. However, her efforts were futile once more as the damage was repaired almost instantly.

"Dammit! Why the hell isn't this thing dying?" Kyouko shouted to no one, barrel rolling out of the way of several arrows. Leaping backwards to get some room, she scanned the body of the witch, trying to find some weak point to attack...

And her gaze fell upon the two arteries, connected to the walls.

_'Hell, I'm not getting anywhere otherwise.'_ Readying her magic, Kyouko amplified her jump, sending her soaring into the air. Landing on one of the exposed arteries, Kyouko jammed her spear down, completely passing through the vein and coming out the other end.

Satisfied, she pulled her spear out, sidestepping to avoid the torrent of blue liquid that flew out. Her elation was short lived, however, as the wound closed once more. This time, however, it took much longer to close, the gushing stream either hampering the healing process, or being something the creature did not expect to be attacked.

Leaping upwards, Kyouko dodged another volley of arrows before plunging her spear into the artery once more, this time using her momentum to jump off the artery, keeping her spear inside.

The head of the spear tore into the artery, separating the muscle tissue on its journey down. Swinging herself around, Kyouko managed to cry out in triumph as the artery pulled away from the wall, gushing blue liquid as it did so.

_'Alrighty, just one more to go, and...!'_

Kyouko slumped to the floor, pain overtaking her extremities as the arrows made their way into the soft flesh of her back. Overhead, she could hear the telltale thumping of the heart increase in volume, injured by the loss of an artery.

The rhythmic thumping, as well as the pain, was enough to send Kyouko into a painful dream world.

_'Damnit...'_

* * *

><p><em>There was that presence again. But who would come in here...?<em>

"_Sayaka?"_

_The girl in question turned, confusion written all over her face. Another voice? "Who...knows my name?"_

"_Sayaka?"_

"_That voice...that voice is so familiar..."_

_Sayaka looked around, seeing nothing but the white void beyond. She was about to pass off the illusion as some form of trickery when..._

"_Sayaka!"_

_She whipped around, coming to face with a spiritual Madoka. _

_Immediately, memories flashed in her head. Happy ones like running down the pathway to school, their time at the record store, and her original elation at becoming a Magical Girl. She was about to say something when the worse memories came back: yelling at Madoka at the train station, her drowning despair towards Kyousuke fueling her rage as she verbally abused the girl bit by bit..._

_Sayaka stopped mid sentence, staring at Madoka, who was still smiling broadly, slack jawed. Madoka was about to run forward and embrace her when she noticed her eyes. They were completely neutral, devoid of any emotion._

"_Why are you here?"_

_That caught Madoka off guard. "What do you mean? We've been trying to save you, Sayaka!"_

_She remained stoic. "So that's why the shadows disappeared...you guys drained all the Grief from my soul, right?_

_Madoka nodded. "You knew?"_

"_With grief torturing me at every turn? Oh yes, I knew." Sayaka said._

_Madoka winced at Sayaka's tone, something the girl noticed. Sayaka shifted back slightly, her bangs covering her eyes._

"_What...what happened, Sayaka? Please...talk to me. We...we want you back."_

_That did something. As Sayaka's neutral eyes took on a slightly downcast look, the void around them darkened slightly. Madoka could feel the grief seeping from all directions. _

_Sayaka shuddered. "It was...horrible. I could feel the witch, I could feel her barrier surrounding me. My soul...I was forced into the seed, surrounded by the shadows. They tortured me at every turn, whipping at me, tearing at my memories!" Sayaka's voice grew slightly higher with every moment. "There was nothing I could do! They wouldn't kill me, they left me alive just to see me suffer in my own damn grief!"_

_Her voice dropped to a whisper as she sank to her knees. "I shouldn't have made the contract, Madoka...I shouldn't have tried to save Kyousuke. He would have been fine, he would have been..."_

_Madoka watched as Sayaka verbally tore herself apart, feeling the void around them grow darker and darker. "I loved him, Madoka...and he tore me apart for it. He could have told me he no longer wanted me to bring him music...he could have told me..." _

_Slowly stepping forward, Madoka eased herself down and engulfed Sayaka in an embrace. Despite being in a non-physical realm, the two souls were able to touch as if they were physical beings. _

_Sayaka stiffened at the new contact, weakly trying to push Madoka away. However, Madoka held on tighter, sinking deeper into the embrace. The void brightened, if only a little._

_Sayaka spoke again, but this time her voice was weak. "I...I was scared. For a time, I tried to fight it, but...it just wouldn't stop..." Her voice was cracking. Taking a shuddering breath, she continued. "I...I wanted to reach out to someone, but I thought I had no friends left. Homura hates me, Kyouko hates me..._

"_But for some reason, I tried to call out to you." She shuddered. "I shouldn't have done that..."_

_Madoka pulled back a bit, smiling. "I'm glad you did, Sayaka." Lifting her head slightly, she showed the girl the mark embedded on her neck. _

"_That's...!" Sayaka stared, wide eyed. "I did that?"_

"_Looks like it." Madoka said. "It happened while I was at your apartment. According to Kyouko I kinda lost it at that point, but..."_

"_Lost it?" Sayaka asked, mildly confused. The, her voice tinged with horror: "Wait...The witch's kiss causes depression and suicidal tenancies...did you...?"_

_Before she could reply, Sayaka clapped a mouth over her hand. "I...I nearly killed you, didn't I..."_

_A dark feeling quickly took over; Madoka had to act fast._

"_Sayaka, stop it!" She chastised, pulling Sayaka back into the embrace. "You did no such thing! If you were trying to reach out to me, then...!"_

"_Trying or not, I nearly did kill you!" Sayaka broke down into fitful sobs, clinging to Madoka. "I shouldn't have done that...I should have just died..."_

_Madoka didn't respond, whispering comforting nothings into Sayaka's ear, trying to calm her as much as possible. Sayaka finally wrapped her arms fully around Madoka; the two spirits stayed there for some time, curled up in a comforting embrace. _

_As she comforted Sayaka, Madoka noticed the colors around her. Despite Sayaka near broadcasting her grief, the void seemed to be returning to its normal, white state. _

_'Is this...this color, her feelings?'_

_Finally, Sayaka broke away, hastily wiping away at her tears. "I'm sorry, I..."_

_Madoka shook her head. "No, don't be sorry." She smiled. "I'm just glad I can see you again."_

_Sayaka was dumbfounded. "Why, Madoka...Why are yo always worried about me? I'm...I'm not worth it."_

"_Yes you are, Sayaka." Madoka said, gently grasping her hands. "You are worth it. I've known you for ten years, since we were kids. Every day, we were together, just two friends that hung out." She chuckled a bit. "We stuck out like a sore thumb."_

_Sayaka smiled a bit at the image. "That was mainly me, Madoka. You were just nice to me, that's all..."_

"_Because you were nice to me." Madoka smiled, gently stroking Sayaka's cheek. "When you became a Magical Girl, I was so worried...I didn't want you to end up like Mami. That's why I followed you around everywhere. I couldn't stand sleeping at night not knowing where you were."_

_Sayaka felt a tear slip down her face. "The only reason I lasted so long was because you came along with me, Madoka...otherwise I would have gone under a lot sooner."_

_Her face fell, traces of sadness adorning her features. "And then...and then I just let it get to me. I turned into a heartless bitch, and I...I hurt you."_

_Madoka remained silent._

"_I remember the night at the bus stop. I remember yelling at you in the alley. I remember all of it." Tears were beginning to form in Sayaka's eyes again. "I can't believe I did what I did...you didn't deserve it at all..."_

_Madoka smiled, pulling Sayaka back into the embrace. Sayaka nestled her head under Madoka's chin, sighing softly. _

"_I can't believe I contracted for Kyousuke. I just wanted him to be happy..." She laughed, this time without mirth. "It's sad. I'm trapped here forever now. My wish...my hope is all but gone. If Kyouske doesn't love me...who does?"_

_Something in Madoka's mind clicked. If it took Grief to make a witch, then..._

"_Sayaka...you made your wish because you thought you loved Kyousuke, right?"_

_Sayaka nodded._

"_Then find someone new." Madoka said, smiling. _

_Sayaka flushed a bit at this, but kept her composure. "What do you mean?"_

"_Well..." Madoka flushed red. No turning back now. _

"_Ever since you changed, I...I haven't been able to get you off my mind. I kept worrying, every night, wondering where you were. And when you turned into a witch, I couldn't take it. At first I thought I just lost my best friend, but then...then I realized. I think I lost something more."_

"_Madoka..."_

"_We've been trying to save you for so long, and I've been able to do nothing but sit by your body and cry, hoping you come back to us!" Madoka flushed red, looking down at her feet. "I mean...what I'm saying is..."_

_Something in Sayaka snapped. The feeling of neutrality, of loneliness...suddenly it was gone. _

"_You need a new hope, Sayaka...Not some miracle that brings despair, but a hope that you can hold on to...for eternity."_

_The white void around them began to glow a faint blue. _

"_When...when I reached out for someone, Madoka...I hoped it would be you." Now it was Sayaka's turn to flush red. "Ever since you held me at the hotel when I lost it, I kept thinking of how badly I hurt you...how badly I wanted to make it up to you. But I felt so useless that...I thought I was beyond redemption."_

_Madoka smiled through her newly formed tears. "You're not beyond redemption, Sayaka." Gently lifting her chin, she locked eyes with her. "I never hated you, at all. Not once."_

"_Madoka..."_

_The two drifted closer together, seemingly unnoticed by either of them. _

"_Madoka..."_

"_Sayaka..."_

_The two were an inch apart, moving millimeter by millimeter._

"_I think..."_

"_That I..."_

_Their lips connected softly. The kiss was soft and chaste; neither willing to take an aggressive route. Barely any pressure was applied, the kiss was as gentle as it could get. _

_Madoka pulled back slightly, suddenly having second thoughts about her actions. When she saw Sayaka's teary, yet smiling face, however, she knew she did the right thing._

_The two met halfway once again, deepening the kiss. They didn't go any further; they didn't have to._

_Eventually, however, the two pulled back. Neither of them noticed the faint blue glow in the room. _

"_Love you..." the two said together. _

_The void flashed sky blue._

* * *

><p><strong>Chapter End.<strong>


	7. The Tide Recedes

Idle note: Sis Puella Magica is a royal pain to play on the piano. But tons of fun.

…..I know. I'm late. Unfortunately, without an outline to work at, I'm kidna making the plot as I go, and...well, as I get ideas, things gotta change. 15K words alone went into this chapter. .

The next chapter may take a week at most. I really need to get this right.

But thats what I get for not outlining, I guess. So...ergh. Hopefully this makes up for it. I'm workin' as fast as I can!

.

Enjoy.

* * *

><p><strong>Chapter 7<strong>

**Awaken, New World.**

* * *

><p>"<em>..doka.."<em>

"_Ma...oka"_

"MADOKA!"

Madoka jumped up like a startled cat, inadvertently slamming her head into the person that was hovering above her, shaking her shoulders. Shaking off the head on collision, Madoka looked up to see Homura, reeling backwards from the direct impact.

"Homura? What happened?"

Shaking her head to regain her composure, Homura adjusted her hair slightly, shaking off the hit. "You were out of it for quite some time. What did that thing do to you?"

Madoka glanced around, rubbing at her eyes wearily. "I...saw her. It felt like a dream, but at the same time..." She gently touched her lips. "It didn't."

"I see..." Homura nodded at the new information. Trying to get much else out of Madoka would have been useless. Homura could see the look of confusion on her face; she was just as unsure about what happened as she was. But at least she saw something.

Clearing her thoughts for the moment, Homura was about to continue before she saw the seed in Madoka's hand begin to glow a faint cerulean color. Speechless, Homura watched the glow intensify slightly, as if it were responding to Madoka's gentle grip. _That_ was something the time traveler wasn't expecting, and it took her a moment to regain her voice.

"Madoka! Whats going on with the seed?"

Jumping slightly at Homura's words, Madoka focused her attention on the object in her hand; It began to glow a bright sky blue, coating the entire room in its warm tinge. Madoka and Homura watched in amazement as the light began to concentrate itself above the bed, swirling around like a hurricane of light. With a sudden movement, it flew downwards, engulfing the once-vacated body of their friend.

As the light subsided, and the color in the figure's cheeks began to warm once more, a voice filled the room, loud and distinctive...

And clearly Sayaka's.

"_Bring me back...take me back to them!" _

As if moved by another power, Madoka slowly and deliberately placed the Seed of Purity into Sayaka's hand, shifting farther away form her body as she did so. The room was suddenly engulfed in a bright light, the intense glare so great that Madoka and Homura were forced to turn away.

"I get it..." Homura muttered to herself, keeping her eyes shielded. "Normally a neutral soul can change nothing, since they can feel no emotion. But if someone else does it for them, shows them how to feel again...then they have the power to change themselves!" She turned to Madoka. "If Sayaka has a new hope, then that means..."

The two watched in awe as the white-bony skeleton of the Seed of Purity dimmed slightly. Slowly, the light faded, and the two watched with utter fascination as the seed began to transform right in front of them. Gold plating lined the bottom of the seed, expanding like an organic material to wrap around it. From there, hardened glass covered the top like the many panes of a window, all glowing blue from the interior light.

The newly reformed Soul Gem gently set itself down; Madoka watched with pure and utter joy as Sayaka Miki opened her eyes.

* * *

><p>Sayaka groaned slightly. The immense pounding in her head sounded like a kettle drum, adding further to the stiffness and aches she felt across her entire body. Rubbing her eyes slightly, she tried to sit up and get a better idea as to her surroundings.<p>

Pain flared in her back, a fiery tinge that ignited everything within her; she couldn't discern if it was her bones or her muscle burning in pain. Groaning, she fell flat on her back once again, trying to will the pain away.

She felt something warm snake its way around her lower back, gently helping her sit up once more. Sayaka's first reaction was to fight whatever was grabbing hold of her, but her strength had been drained by...something. She couldn't tell what. Aside from that, the feeling of whatever it was around her was...comforting, in a way. Like she knew the feeling before...

Slowly, her vision returned to her, and she was able to make out several distinctive shapes and colors surrounding her. Most notable to Sayaka were the humanoid shaped figures, one of them right next to her on the bed, and the other resting on the opposite end. The closest figure caught her attention first, that pink hair seemed way too familiar...

It became immediately clear to Sayaka who that person was, however, as she felt the arm that was around her remove itself from her back, only to return instantly in a gentle, yet full-body hug that nearly sent Sayaka onto her back once more.

"Whoa, easy there, Madoka!" Sayaka said in slight shock, not expecting the head-on impact. The mere touch from her friend sent floods of memories back into her mind. "It's not like we were just talking five minutes ago!" She then smiled softly, tears filling her eyes. Placing her arms around Madoka, they sat there for several minutes until she muttered, "I missed you too..."

A slight cough interrupted the two, however, and Sayaka turned to the other figure resting on the bed. Black hair, pale face, and a nonchalant facial expression made Sayaka immediately recognize the girl. What she didn't expect was the slightest tinge of red on the girl's cheeks. Both Madoka and Sayaka chuckled nervously and pulled away slightly, a similar tinge of red flushing across both their faces.

Sayaka locked her eyes with the time-traveler, Homura, doing her best to stare her down. Although she had a feeling Madoka was working with her, the previous interactions she had with Homura were less than friendly.

Coughing slightly, Homura looked away, her eyes suddenly becoming downcast. "Good to see you again...Sayaka."

"Th-thanks?" Sayaka sputtered, surprised at Homura's tone of voice. Ignoring it for the moment, she took in the dreary surroundings of their cheap hotel room. Though most of her memories were back, she didn't want to risk saying something stupid. "So...what in all happened, while I was gone?"

Homura shifted to face the girls and did her best to fill Sayaka in on the situation, leaving out several details pertaining to conversations with Madoka. She told Sayaka of the witch fight, Kyouko's absence, and Madoka's unrelenting stubbornness, something which caused both girls to blush even deeper.

The part about Kyouko surprised Sayaka the most. "You actually allied yourself with her? How did you manage that?"

"She's not that bad a person, once you're on her good side." Madoka said, grasping Sayaka's hand once again. "You've seen some of that yourself; wasn't she the one that found you first, at the train station?"

Sayaka thought for a moment, her eyes shut in concentration. Her memories were still slightly foggy, but she could vaguely remember Kyouko pleading with her at some point... "Yeah, I guess that was her, huh? Interesting." She shook her head. "I didn't think she had it in her."

"She does." Homura said. "Aside form Madoka here, she was the one that kept us on track. The Seed of Purity was her idea as well."

"Huh. Remind me to thank her." Sayaka said. She sat herself up farther against the bedrest, finally getting a view that wasn't blocked by the bed or Madoka.

Noticing Homura's arm, Sayaka's eyes widened slightly. "What the heck happened to you?"

"A minor injury. I'll be fine." Homura said, trying to brush off the situation. The slight movement, however, caused her to wince in pain.

"It's clearly broken. Hang on, I may still have my regenerative powers." Placing her hands on Homura's broken arm, she muttered a small incantation. Immediately, a faint glow filled the room, the musical runes circling Sayaka flowed along her body and manifested into Homura's arm. With a slight shout from Homura, the bone was forcibly reset, the marrow knitting itself back together.

"There." She proclaimed. "That better?"

Homura tested her newly healed arm, shifting it in various directions. Seemingly satisfied with the results, she removed the makeshift sling and tossed it aside. "Yes." Then, with a tinge of forced effort behind her voice: Thank you, Sayaka."

"Don't mention it." She said, smiling. "You helped Madoka through all this. It's the least I can do."

Homura remained stoic, clicking her tongue slightly as she turned away from the pair.

"Still the quiet and stubborn one, huh?" Sayaka muttered, frowning slightly. "You certainly haven't changed much." Shrugging, she turned back to Madoka, relaxing her gaze as she focused on the girl that saved her life. For a moment, she hesitated, unsure what to do, but Madoka, to her surprise, took the initiative and wrapped her arms around Sayaka once more. Sayaka returned the embrace fully, choosing to put her questions aside for now.

Madoka needed her, after all.

After several minutes, a thought came to Sayaka. Pulling back from Madoka slightly, she tilted her head in confusion.

"Madoka...you said you were working with Kyouko, right?"

"Yeah." Madoka replied, confused as well. "Actually..." She began glancing around the room. "Where _is_ Kyouko? She should have been back by now. A witch is normally no problem for her..."

"_Homura!"_

As if on cue, a white light filled the room as a small construct seemed to appear out of nowhere. The ever smiling face of Kyubey materialized in front of the girls. "Madoka! Homura! Kyouko is-" He stopped short, finally recognizing that three now stood in his presence. Without batting an eye, he stared at Sayaka, clearly standing tall.

"Sayaka? How are you alive?"

Upon hearing the casual voice of the one that betrayed her, Sayaka quickly stepped forward and snagged Kyubey by the neck, hoisting him high into the air. "What the _hell_ do you mean, how am I alive? Madoka brought me back from the _hell_ you just put me through, and that's all you can say?"

"I have no problem with you being alive." Kyubey stated, struggling against the bone-crushing grip. "But why you're alive doesn't make sense. I didn't sense any energy loss from your Soul Gem..."

Madoka cocked her head to the side. "Energy loss? What...do you mean, Kyubey?"

Homura's face lit up in understanding. "Remember the rules of entropy, Madoka?" She asked, turning to the girls. "When Kyubey contracts with someone, some of the energy he gathers is used to fulfill a wish. When they subsequently transform into a witch, a large burst of energy is released, which Kyubey collects." She sat up, beginning to pace around the room. "If this is true, the reverse situation, or the infusion of hope that Sayaka received, should have _consumed _energy."

She folded her arms over her chest, furrowing her brow. "I'm curious about that myself. Why was no energy used up?"

"You said the wish Kyubey granted me had to have consumed some energy, right?" Sayaka asked, without releasing her tight hold on the construct's neck.

"Correct." Homura affirmed.

"I may have an idea then." Sayaka turned to the two, her eyes burning. "I didn't make some stupid miracle happen this time. What brought me back was the hopes of everyone here..." She gestured around the room, frowning slightly. "There was no miracle, and there was definitely no wish involved. The hope that revived me was accomplished with Madoka's help, not Kyubey's magic."

She sent a smile toward the girl in question, who immediately blushed, but smiled back.

"That seems logical. Needless to say, I can't change the fact that you're standing here." Kyubey stated, ceasing his struggle. "If no energy loss happened, then I don't mind. I came here for different reasons, however."

With a bit of effort, Kyubey wriggled free from Sayaka's grasp and dropped to the floor, locking eyes with every girl in the room before speaking. "Kyouko is trapped in a witch's barrier. She was defeated, and she's running the risk of dying in there."

"What?" Homura near-yelled. "Why didn't you tell us sooner?"

"I didn't know until I checked." Kyubey stated, his cheery-sounding voice betraying the grim situation. "I went back to see if she had any more Grief Seeds when I saw her unconscious. Dying before her Soul Gem can be put to proper use would be-"

"Shut it, rat." Homura interrupted, knowingly stealing the derogatory nickname from Kyouko. "Why the hell didn't you help her?"

"I can't." Kyubey stared at Homura. "I can only use my powers when granting a wish. That's simply how we work."

"Whatever." Homura shot back, clearly agitated. "At the very least, thanks for letting us know. Now get out of our sight, we need to get to her!"

"Wait." Sayaka pulled away from Madoka and stood up. Holding out her Soul Gem, a dazzling display of blue lights covered her entire body, transforming her into her Magical Girl outfit. Materializing an ornate saber, she swung it once in a graceful arc. "I'm going too. It looks like I can still fight."

"Fine." Homura nodded. She turned to Madoka. "You should go check in with your parents. If they ask about Sayaka, they can know we found her. Don't tell them if they don't ask though." Homura started towards the door. "We'll meet you at your house, Madoka. Is that okay?"

"I guess, but..." Madoka sighed. "Why can't I come?"

"It's going to be hard enough rescuing Kyouko. We don't want two burdens to look after while we're in the barrier."

"Homura!" Sayaka bristled slightly at Homura's choice of words, but the dark-haired girl chose to ignore the outburst.

Madoka merely nodded, trailing behind Homura as she headed for the door. When she did speak again, it was nearly inaudible. "Make it back alive, okay?"

Turning to Sayaka, she placed her arms around the girl, pulling her close. "I know you can handle yourself out there, Sayaka. But...be careful, okay? I don't want to lose you again."

Sayaka could hear the tremble in Madoka's voice. Returning the hug, she put her lips next to Madoka's ear. "I wont' die. I'll never die as long as you're with me."

Madoka smiled at the tender statement. Pulling back, she kissed Sayaka's cheek quickly. "Okay then. Now get going, I'm really worried about Kyouko too."

Sayaka nodded, giving the girl a thumbs up. "You got it!"

The three girls exited the room, heading for their separate tasks.

* * *

><p>The timed beating around her didn't seem to stop.<p>

Kyouko slowly opened her eyes, only to shut them just as fast. Her eyes burned, and she could feel every wound across her body as if someone had rubbed salt into them. She opened her eyes more slowly, and was able to glimpse some of the blurry imagery around her.

She tried moving her arms and legs, but found them tied to what looked like organic arteries. Above her, a gaping hole revealing the walls of the barrier was the only thing beyond the smooth red lining, coated with viscous fluid.

_'Shit...I better not be where I think I am...'_

Glancing up at the hole, however, Kyouko could only come to the one logical conclusion. The witch had somehow devoured her, had her trapped inside the monstrous, hollow heart. She tried summoning her spear, tried to cut her way through the arteries that had her bound. Nothing seemed to work.

"Dammit!" She shouted aloud. "How the hell do I get out of this one..."

Kyouko's thoughts were interrupted as the clear sound of a rushing liquid made her ears perk up. Trying her best to ignore the rhythmic thumping of the witch heart, Kyouko isolated the sound, figuring it must have been above her.

The rushing sound got louder and louder, until she finally heard a viscous liquid splashing behind her. Craning her neck to get a better look, her face paled.

The one connected artery was a tunnel for whatever fluid was flowing into the hollow heart. The familiar blue substance Kyouko saw before was now pouring into the chamber, steadily rising as the liquid became trapped. She could only assume that the heart trapped its victims inside of it, only to flood the chamber with whatever the liquid was, subsequently drowning its victims. What the substance did Kyouko didn't know, and sure as hell didn't want to find out.

She struggled against the restraints once again, making no progress. The hollow began to slowly fill, and Kyouko put into words the only thought she had at the moment.

"Oh, son of a bitch!"

* * *

><p>Stumbling slightly, Sayaka scrambled back to her feet and leaped the rooftop with a graceful jump. Eyes widening slightly, she slammed into the low rooftop, absorbing the entire impact. Stopping was an unwise move when trying to follow a much faster Magical Girl, but Sayaka had a trick up her sleeve. Bending her knees, she uttered a small chant, allowing a complex array of runes to embed themselves into the soles of her feet. With a small shout, she propelled herself forward, clearing three buildings in the span of one leap, rolling several times as she skidded to a halt next to Homura.<p>

"You move way too fast, y'know that?" Sayaka slammed her hand to the roof, regaining her breath.

"There's no time to rest. Kyouko is in danger." Homura stated nonchalantly. "If you can't keep up, then follow on your own accord."

"Touchy..." Sayaka muttered under her breath, watching as Homura took off once more. She was ready, however, and within seconds had caught up to the time traveler with a series of well-timed leaps. The two jumped the rooftops at an astounding pace; a naked human eye could barely keep up with them.

"Homura?"

"Hm?"

"I want to ask you something." Sayaka's voice was flat, suppressing as much emotion from it as she could.

"Shoot." Homura said, without breaking stride.

Taking a gulp of air, Sayaka cleared the high drop off the accounting office with a graceful flip. "Why were you trying to save me? I can understand Kyouko's view in all this. She...wasn't all that bad during those last few days. She understood me." She found herself smiling at that.

Regaining her neutral composure, she continued. "But you...never really liked me. Madoka told me about all those times you told her to give up on me. I remember that day near the apartment complex as well. You gave me a Grief Seed..." she paused, eyes closed tightly. "And then you tried to kill me."

She paused to clear the next roof before continuing. "I've never mattered to you before, but suddenly you seem to care...even if its only a little bit. Why?"

Homura did not reply for several seconds, continuing to clear the rooftops with practiced ease. Sayaka had given up on an answer before she finally spoke, slowly and with emphasis dripping in each word.

"At the time, a mercy kill would have been best for Madoka's sake." Homura stated. "You were acting brash and illogically, and I did not want to see Madoka hurt by your stupid actions."

"Why you...!" Sayaka fumed at the statement, but was interrupted before she could go any further.

"However..." Homura's eyes became downcast. "That was then. Grief is an understanding of past sin. Kyouko told me about your speech at the train station; you actually regretted what you did. It took some convincing, but...I finally realized that saving you may have been possible."

"That was mostly Madoka's doing, huh." Sayaka said, more as a statement than a question.

"Yes. I didn't want her to go through the same pain I have. So...it was for her well being, in the end. It was simply a change in objective."

Something clicked in Sayaka's mind. "You liked her, at one point. Didn't you."

Again, it wasn't a question.

Homura paused a moment. "Yes."

Sayaka flushed red, fuming slightly. "But...she said she-"

"Remember your own words, Sayaka. You said I liked her at one point. You are right, I did." Homura smiled slightly. "I...lost my chance. I gave it up many times, out of my own folly. You deserve her, that is all." She spoke the words like a chunk of lemon was caught in her throat.

Sayaka's face remained beet red, but this time it was out of embarrassment rather than anger. "I...I guess so."

"I know so." Homura said, the words coming easier this time. Without another word, she returned her gaze forward, her eyes resuming their stoic appearance. "Pick up the pace. Kyouko's in danger."

"Got it!"

The two paused a moment, focusing their magical will into their legs. With a sudden gust of wind, the two launched themselves forward, clearing several rooftops as they did so.

"Look!" Sayaka pointed forward after several harrowing leaps, noting the flickering light in her Soul Gem. In between two of the bustling business districts lay a small gap in the buildings, presumably where an alley lay. There were slight tinges and distortions in reality around the site; Homura could make out the blurry images of hearts floating up and outwards. "That must be the barrier up ahead!"

"I feel traces of Kyouko's magic in there..." Homura mused, picking up her pace even more. "Let's get inside!"

Nodding wordlessly, Sayaka followed the time-traveler down into the alley.

* * *

><p>"Mama?"<p>

Madoka gently shut the door to her house behind her, removing her shoes and placing them on the wooden landing. Stepping up to the main living area, she scanned the downstairs floor. There was no sign of her parents or Tatsuya; assuming they were either upstairs or out on an errand, she went to the kitchen and grabbed herself a glass of milk. The ordeal with Sayaka had left her very little time for the required three meals a day, and as such the dairy product was quite refreshing.

Wiping at her lips, Madoka quickly ascended to the second story, double checking each room to see if anyone was home. However, the restroom, as well as her parents bedroom, were completely empty.

"I wonder where they are..." She mused. _'Oh well. I guess I'll just grab a nap for now...'_

Madoka quietly opened the door to her bedroom, slipping inside. Since she wasn't wearing any shoes, she barely made a sound on the wooden floorboards. Gently closing the door behind her, she heard a slight sound come from her bed...

Whirling around, she came face to face with none other than Junko Kaname, sitting on her bed reading an old manga Madoka had stored in her bookshelf. She could tell her mother wasn't very engrossed in the book; she had not reacted at all to the door opening and closing, and her eyes were far from the pages of the book. Taking a step forward, Madoka waved her hand in front of her mother's face.

"Mama?"

The response was instantaneous. Junko shot up with a startled cry, nearly hitting the roof and landing flat on her rump on the bed. Scrambling to her feet, she whipped her head from side to side, desperately looking for some form of self defense weapon...

Something clicked. That voice was way too familiar...

Junko finally got a good look at the source of the sound. The pink hair and school outfit looked a little too-

"MADOKA!" Junko near wailed, grabbing her daughter in the traditional mother's-death-grip. "Where have you been? You should have checked in sooner! Are you hungry at all! How's the search for Sayaka!"

Madoka smiled, placing her arms around her mothers back as she continued to rattle off questions and ramblings faster than she could follow them. Junko must have gone through half the national lexicon itself when Madoka finally spoke up.

"I'm fine, Mama...just got a little homesick. Hehe..." She trailed off, nuzzling further into her mothers embrace.

To Madoka's slight disappointment, Junko let go, placing her daughter on the bed. "Where are your friends, Madoka? And...how goes the search?"

Junko expected Madoka's eyes to become downcast, for tears to fill her vision as she told them of the lack of luck they had...

To her surprise, Madoka smiled gently, her vision gazing into something beyond the room.

_'Well, Homura did say I could tell her.' _

"Mama, we found her."

"WHAT?" Junko's jaw dropped. "That's great news, Madoka! Though..." She paused, looking around. "If you found her, why isn't she with you? Why are you here without them?"

"Oh! Uh..." Madoka stammered. "They...they had to go to the police first! Sayaka was reported missing, remember?" _'Well, I'm not technically lying...'_

"I see...that would make sense." Junko nodded, accepting the answer. "I should head down to the police station then. Maybe I can be of use."

"Ah, wait!" Madoka jumped up, suddenly panicked. "Could you...uh...make some food first? I'm really hungry..."

As if to back up her cover story, Madoka's stomach growled slightly. Junko couldn't help but laugh at that. "Alright, food first. We'll decide what to do afterward, alright?"

"Okay..."

Satisfied with the answer, Junko exited Madoka's room, presumably to prepare the lunch Madoka so desired.

"That was close..." Madoka sighed, collapsing back onto the bed. Her cover story was a good one, but if Junko went to the police station and learned Sayaka was never there...

Madoka wondered if the telepathic channel Kyubey opened for them was still any good. If she could contact Homura and have them head to the police station, then everything would be fine!

Focusing into her mind, Madoka found the channel. _"Homura?"_

"_I'm here, Madoka. What is it?" _Homura's voice rang in her head.

"_I kinda had to lie to my mom. Once you're done at the barrier, can you head to the police station? We still need to sort out the missing persons report with Sayaka..."_

"_Can do. Stall her for as long as you can otherwise, okay?"_

"_Okay!" _

Satisfied, Madoka closed the channel and flopped back into her bed, closing her eyes as she relished in the feeling of her own bedroom once more. For a brief moment, she swore there was a flash of light outside of her window, but couldn't see anything beyond the fauna and bustling street.

Her concentration was broken, however, when Junko entered her room once more, carrying a plate of several onigiri in one hand and a glass of orange juice in the other. Setting them down at Madoka's bedside, she moved back to the door, only turning to face her daughter when she exited the room.

"Eat quickly, Madoka. We're heading to the station the moment you're done."

Madoka gulped slightly. "O-okay, Mama."

_'Homura...please hurry.'_

* * *

><p><em>Red eyes glanced into the window. The daytime sun actually helped to conceal the small creature; his white fur blended in with the blinding sun, hiding him all the better.<em>

_Waiting was difficult for him. After all, he'd been waiting for several weeks. The minutes felt like hours as the two conversed over a plate of human sustenance until he saw the older woman finally exit the room. That left the one person he wanted to talk to alone. _

_Tapping his paw against the window, he watched the girl turn around in shock, nearly dropping her food in the process. Slowly, her shock turned to a neutral sense of understanding. _

_Slowly, she began walking towards the window._

_He would not fail this time._

* * *

><p>"Whoa..." Sayaka glanced around the massive labyrinth, nausea overcoming her as the familiar feeling of grief and despair flowed around her. Drawing her sword in a diagonal slash, she cut down two of the familiars: flying, seemingly suicidal hearts, with ease. Behind her, Homura was busy mowing down what looked like hideous forms of archers, utilizing two handguns, one in each hand.<p>

Dropping prone to avoid the suicidal charge of a group of hearts, Sayaka found her opening. In a flash, she materialized a second sword in her hand and launched it outwards, the long blade skewering several of the hearts as they prepared a second attack. She gave a shout to Homura, who, after emptying her magazine, quickly followed her.

The two worked their way through the barrier, routing some of the familiars, eliminating others. At one point, a stray flying heart made its mark on Sayaka's knee, sending her sprawling. A sustained burst from Homura's assault rifle was needed to hold the tide at bay until Sayaka could heal herself properly. Once she was back on her feet, it took two extra magazines' from Homura, as well as a flurry of thrown blades from Sayaka to stem the tide.

Panting slightly, the two girls raced along the corridor wall, trying to find some sort of doorway to the barrier core. Sayaka led, her sword dangling behind her. "Homura! I think we're going in circles!"

"You're right." Homura agreed, firing blindly. "We need to find some trace of Kyouko. She knew how to get in, so can we."

"Yeah, but where-" Sayaka cut herself off. "Wait, is that it?"

Up ahead, a small tear in the barrier wall was slowly beginning to close. There had been quite a bit of structural damage to it, and several dangling pieces of organic tissue were still laying along the floor.

"Did Kyouko...cut her way through?" Sayaka asked, dumbfounded.

"Looks like it. Come on, I think we can still follow her."

Sayaka nodded. Summoning a second sword to her hand once again, she began to hack and slash through the barrier wall, cutting through the organic matter like tissue paper. Behind her, Homura kept her assault rifle pointed outwards, providing suppression as Sayaka cut her way through the narrow hallway.

"Homura! Do you hear that?"

"I hear it too. It's..." She paused. "A heartbeat?"

"I'll try to cut our way there! That may be where the witch is!"

The two continued the slow process of cutting, making their way towards the source of the sound...and hopefully where Kyouko was.

Several minutes of hacking and slashing later, Sayaka and Homura stumbled into a large, cavernous room, spluttering as they wiped the blood off of their faces and bodies.

Swiping at her eyes, Sayaka's jaw dropped at the monstrosity before her. The witch spanned at least ten stories, and appeared to be a gigantic black heart encased in a golden cage, oozing blue fluid from a gaping hole in its body. _'Looks like Kyouko did some work here...but where is she?'_

Homura finally caught up. "Any sign of Kyouko?"

"Nope." Sayaka glanced around. "Kyouko? Are you here?"

* * *

><p>"What the fuck? I think I'm hallucinating now..."<p>

Kyouko struggled once again against the organic bonds, trying to separate herself from the steadily rising tide of liquid. "Do I shout out, or...?"

Deciding to give into whatever the hell her mind was playing with, Kyouko shouted out in response.

* * *

><p>Sayaka's ears immediately perked up. "Homura, did you hear-"<p>

"Yeah, I did." Homura sent a wave of tracing magic out, trying to pinpoint Kyouko's location in the vast chamber. After several seconds, however, she paled.

"Homura? What is it?"

"She's..." Homura stuttered for the first time. "She's trapped. _Inside_ the witch."

Sayaka paled as well, but snapped into action moments later. "Then why are we standing around! Let's get in there!"

Nodding slightly, Homura charged into the fray, Sayaka not far behind her.

"We're getting you out, Kyouko!"

* * *

><p>"What the hell? <em>She's<em> here?"

Kyouko shook her head, trying to clear the voice from her mind. That was impossible, she was still dead...

Smiling softly, she let her head hang. If they were here, she'd be rescued. If they weren't...

"Why the hell did I only bring one box of Pocky...?"

* * *

><p>Weaving past the familiars, Sayaka launched herself forward and left a clean and decisive cut against the main tissue of the massive witch. The moment she had ducked, Homura unloaded an entire magazine from her assault rifle, peppering the body with multiple holes. Blue, viscous fluid poured out of the gaping wounds, coating the floor in the slippery substance.<p>

"Ha! Take that, you little..." Sayaka cut herself off once again. She watched in awe as the holes Homura made, as well as the gouging slash from her sword, were immediately closed up and healed.

"What in the..." Homura mused, shifting her focus and blowing away several familiars with a few well-placed bursts. "How do we damage this thing!

"I don't know!" Sayaka shouted, back flipping to avoid a torrent of arrows being sent in her direction. "Attacking it is useless!"

Homura switched to a handgun, peppering the flesh of the witch with holes, to no avail. "It has to be receiving its healing powers from something. There's no other way it could regenerate this fast!"

Sayaka decided not to answer, instead focusing on the witch's body. Nothing they were throwing at it worked, every slash she delivered to the main body was in vain. Spinning in the air in a pirouette, she cut away the charging familiars and refocused her attention on the witch. There had to be a weakness somewhere...

"Homura!"

"What?"

"How did that hole up there get made?"

Homura glanced up, ignoring the familiars for the moment. Her eyes furrowed as she examined the gaping hole. "I don't know...but it hasn't regenerated. That means there's a weakness!"

"Yeah, but what...?" Sayaka muttered to herself. Flipping herself over, she barreled straight upwards, landing on top of the caged heart and examining the hole. Pieces of gouged flesh lay tattered about, but there was a copious amount of fluid surrounding the injury. Somehow, that gaping hole near the top was still there. She could tell from the flopping piece of flesh hanging from it that it wasn't a natural occurrence. Something had happened there, to which the wound couldn't have been healed... Whipping her head around, she noticed the artery connected to the wall, pumping at a blinding speed.

"That's it!" She cried out. "Homura! Cut off the vein!"

"What vein-" Homura started, turning to Sayaka. She cut herself off when she saw the massive artery, pumping with wild abandon.

"Homura!" Sayaka looked over in a panic. "If Kyouko's inside of this thing, we need to cut that artery off, now!"

Homura nodded. Without another word, she froze time, launching herself into the air towards the vein that connected itself to the witch and the wall. Landing on the exposed artery, she pulled out her shotgun, quickly loading it with shredder rounds; designed to tear through flesh with practiced ease. Similar to her encounter with Oktavia, she placed several shots into the artery circling around it. With the spread of the buckshot, her intent was to tear the artery off entirely with gaping holes, as opposed to a precise shot from range.

Leaping off the doomed artery, she raced back to Sayaka, resuming time as she did so.

The swords-woman looked extremely shocked at Homura appearing out of nowhere, as well as the resounding shockwave that shook the barrier to its very core, but Homura gave her no quarter. Without a seconds pause for explanation, she tackled Sayaka to the ground, covering her head as she did so.

The response was immediately clear; With both arteries disconnected from the ebony heart, there was nothing to support itself. Cut off from the supply of healing magic it utilized, the golden cage around it disappeared without a trace. The heart, now released from its supports, tumbled to the ground with a sickening _squelch_, bluish contents of its supposed lifeblood spilling around the barrier.

"Kyouko!" Homura immediately got up after the resulting crash was over. Using her shotgun, she blasted a hole in the now-dead witch's body and entered the cavernous body slowly. Sayaka followed close behind, having recovered from Homura's sudden tackle, hacking her own way through the heart's wall.

Upon entering the remains of the dead witch, Homura paled instantly.

Kyouko lay there, still suspended by two pieces of flesh, viscous blue lifeblood covering her entire body. The wounds on her were tinged purple, her own blood mixing with the life force of the witch.

"Stand back." Sayaka said, pushing Homura to the side as she approached the wounded girl. Using her sword, she cut away the rest of the restraints and caught Kyouko as she fell to the ground. The familiar musical runes surrounded Sayaka as she poured her regenerative powers into Kyouko, her wounds sealing one after another.

With a strangled gasp, Kyouko's eyes shot open glancing around with wild eyes, materializing her spear in sudden self-defense. In her crazed movements, she didn't notice the barrier around her collapsing, the real world slowly returning to its original state within the dark alleyway. "What...what the hell is going on?"

The crazed girl was immediately restrained by Homura. Sayaka stepped in front of her, locking eyes with Kyouko as she dissolved her sword.

It took Kyouko a moment. When she recognized the blue-haired girl standing in front of her, all memory of the witch, her imprisonment, and her near death went out the window as she broke free from Homura and engulfed Sayaka in a death-grip hug.

"Sayaka! You made it!" Kyouko jumped up and down, dragging the poor girl along with her. Tentatively, Sayaka returned the embrace, waiting for Kyouko's tirade of words and flailing to end.

After several seconds, Kyouko pulled away, locking her eyes with Sayaka once more. "So, how didja do it? We couldn't get you awake after we drained off your grief...so something happened while I was gone!"

Sayaka smiled. "Madoka got to me. She found her way to where I was and...taught me how to hope again." She flushed red slightly at the memory.

"I knew that girl would be useful!" Kyouko whooped. Then, her eyes narrowed, a curious glint in them. "So...did she tell you?"

Sayaka flushed another ten shades of red. "I...don't' know what you're talking about..."

"Yeah, sure, kid." Kyouko smirked knowingly. "Only reason we made it this far was Madoka being a stubborn little...well, you get the idea!" The mischievous glint in her eye returned. "So how did she do it? A kiss? Massive glomp? Or..." Her eyes seemed to be covered in shadow this time. "Don't tell me, you can actually do _that_ as a-"

"Kyouko!" Sayaka shouted, smacking Kyouko across the head as she did so, leaving a fair-sized bump on her head.

Shaking off the bump as if it were nothing, the glint in Kyouko's eyes didn't dissipate. "Touchy, eh? Heheh..." Then, serious, "It's good to see you again."

Sayaka nodded. "You too. Thanks...for everything you did."

Kyouko brushed it off. "Don't mention it." She turned to Homura, who thus far had remained silent. "Hey, you haven't contributed to this conversation Homura! Get over here!"

Homura didn't respond. Her eyes were closed tightly, and her brow was furrowed as if she were talking to someone in her head.

Kyouko and Sayaka stepped forward, concern etched in both of their faces. "Homura?"

Homura's eyes shot open as she took in a massive gulp of air. Turning to the other two girls, her eyes remained wide. "We need to move. Madoka's mother is headed to the police station. She apparently had to tell her about finding Sayaka."

"What?" Sayaka paled. "Does that mean..."

"Yup." Homura sighed, obviously not liking it either. "When you vanished, Sayaka, the school filed a missing persons report. Now that you're restored...we need to settle things with them."

"Dammit..." Sayaka winced, not liking this at all.

"No choice, kid." Kyouko began walking towards the exit of the alley. "It's gonna happen sooner or later. At least you'll have your girlfriend to help you out."

Sayaka could find no words to retort to Kyouko's teasing. She was still pale from the idea of talking to others about the situation. What would happen if she lied and messed up?

"Don't worry." Homura said, placing a hand on Sayaka's shoulder. "We'll figure it out."

"Yeah..." Sayaka shrugged. "I guess we have no choice."

* * *

><p>"<em>Is that what you want?"<em>

"_Yes..." The girl hesitated. "That is my wish."_

"_I must admit, I've never heard of such a strange wish." The construct shook his head. "Surely there is something better that you would like for yourself?"_

"_No." She shook her head. "You need this. You need this more than I do."_

_The construct sighed. "I suppose its your decision. Very well."_

_A bright light filled the room; In the instant that the soul was ripped from its host body and placed into a gem, Kyubey suddenly dropped to his side, flailing about in agony. _

"_What...what did you do to me?"_

* * *

><p><strong>Chapter End.<strong>


	8. War and Peace: The Stages of Grief

Good lord, I think my hand is going to die. I'm reading other fics and realizing that they're accomplishing about as much in a chapter, in about 4,000 words fewer than my own. Hm...good thing or bad thing. That is the question.

Well, I like to think I'm adding more detail, but it depends on whether its effective. Quality over quantity and all that jazz.

Eh, not going to get anywhere on the matter by watching myself type this. Lets get to work.

* * *

><p><strong>Chapter 8<strong>

**War and Peace: The Stages of Grief**

* * *

><p>This mission...what was his mission again?<p>

Entropy. Energy. Thermodynamics. The human understanding of physics flashed through his mind. An unending torrent of facts constantly reminding him of his mission...his mission! Entropy!

Contract a human girl. Apply the false principles of hope, keeping hidden the nature of the Soul Gem. Collect grief-output for use in reversing energy-deprivation. The facts were right there.

But why were they shoved aside by the mental spike of agony that stabbed through his head?

"Just what...did you wish for...?" The construct could barely form the words in his own mind, overtaken by...pain?

He could barely think straight with all of the turmoil in his head. This couldn't be pain, he was an Incubator! Sure, the feeling of fifteen bullets flying through your body would be painful, but that's what other bodies were for.

But another body couldn't solve this.

As quickly as the thought came, it was forced aside by an image so clear it took him a moment to discern it from reality. A small girl, perhaps twelve years old, stood in front of him. Her green hair was parted into two ponytails that hung to her shoulders, and her blue eyes locked onto his red.

The image changed slightly; the two materialized in a grassy field. Above them, ribbons and long strands of paper were tied to poles, with lanterns dotting each and every one, swaying gently in the cool summer's breeze. The girl now stood atop a small patio, behind her a building used for human religious ceremony. Her face was completely neutral; he could not discern any of her thoughts.

Slowly, he took a step forward. "Who are you?"

The girl did not reply. He decided to take another step forward. Inch by inch, he came closer to the girl, who remained motionless and stoic.

The moment he got within five feet from her, however, the world vanished. The grassy fields were sucked into the void; the only things left being him and the silent human before him.

Without warning, another plane of existence began to warp around the two. He knew this process: the makings of a witch's barrier. But he could sense no witches in the vicinity...perhaps there was a stray familiar around somewhere?

Around him, the bannisters and paper returned, but instead of obeying gravity as they should have, they began to twist and spiral through the air, the distorted colors spewing black inkiness behind them. The grass returned as well, but colored a hideous purple, growing and shrinking in a seemingly random fashion.

A cold chill ran down Kyubey's spine, and for a moment, he forgot where he was. Confusion was the first thing that ran through his mind at the new sensation.

_'That's never happened before...'_

Turning around, he decided to look for the exit from this supposed barrier. Maybe one of the Puella Magi was in the vicinity, if she could deal with it-

Kyubey fell to to the corrupted grass in a heap as the same pain from before returned, tenfold. Opening his eyes to discern where the source of torture was; He could only assume it was from the inexplicable transformation he was going through.

His once white paws grew into distorted black tentacles in the blink of an eye, sending him sprawling. Slowly, with almost achingly torturous precision, each paw suffered the same fate, leaving him sprawled on the ground.

Slowly, his body underwent the metamorphosis as well, simply tinging a dark purple. His nose and mouth vanished, leaving his wide open eyes.

He could not utter a single word, through vocals or telepathy.

He was trapped.

Eyes still wide, he turned to the girl, who had not yet moved from her spot. Without any hesitation, she looked up towards him and smiled and did the last thing he expected.

She laughed.

"If you ever want to die for the sake of the universe...let me know."

His eyes got wider. That was _his_ voice!

Then, in that voice again... "It's time you died for us."

"_What?"_

This was a dream. It had to be. As long as he denied it...!

Entropy. His mission. None of this was real! He wasn't...he wasn't one of _them!_

He couldn't be.

* * *

><p>Making it to the police station was rather easy for Homura. Grasping Kyouko's and Sayaka's hands, she stopped time, eliminating the need to rush there with reckless abandon and draw unnecessary attention. No matter how much closer Madoka and her mother were to the police station, they would get there first.<p>

"So..." Sayaka reluctantly started. "What's going to happen to me once we're there?"

"They'll probably just cancel the report and give you a warning." Homura replied. "You were missing for around three days, so the main problem is with the school."

"I see..."

Kyouko, seeing Sayaka still fidgeting nervously, set a reassuring hand on her shoulder. "Don't sweat it, kid. Madoka's meeting us there, remember?"

Sayaka brightened, if only a little. "Yeah, that's true."

The remainder of the trip passed in silence as the three girls found themselves at the entrance to the police station. Pulling the two to the side of the building, away from the public eyes, Homura resumed time, and the tree walking into the station.

The font desk was staffed by several officers; Homura chose the freest land available. She wanted this done and out of the way as soon as possible, and neither Kyouko nor Sayaka found a reason to disagree.

"Can I help you?" A gruff voice spoke from behind the plexiglass window. Homura could only see his head, but noted kind eyes, a sharp nose, and a mammoth of a mustache speaking to her.

"We have come in regards to the disappearance of Sayaka Miki. We would like the missing persons report to be canceled."

The officer balked for a moment: rarely were people that blunt about missing people. "I see...Is Ms. Miki with you?"

Sayaka hesitantly stepped forward. Tentatively locking eyes with the officer. "R-right here...sir."

The officer smiled gently, before craning his neck to the side, looking at something in the back room. Turning back, he nodded. "Yup, resemblance is there. We'll have to ask you a few questions, so if you would come into the back with us-"

His sentence was interrupted, however, as the doors to the station were slammed open by a middle aged woman. Behind her, a middle school girl was looking at her mother with wide eyes, not expecting that kind of reaction.

"Sayaka Miki! Where the _hell_ are you?"

"Junko! Madoka!" Sayaka darted forward and tackled Madoka in a fierce embrace, nearly knocking the girl off her feet.

The officer behind the desk didn't seem too surprised by the outburst. "Junko Kaname, I assume?"

"That's me!" Junko replied. Turning her attention to the two unfamiliar girls, she scrutinized them before nodding slightly. Homura looked slightly flushed and was staring at the floor, avoiding eye contact with anyone in the room. The other girl, Kyouko was staring at Madoka and Sayaka with a mischievous glint in her eyes. She'd have to ask about that later.

"So you're the ones that found Sayaka?" Junko asked, catching their attention.

"Yes." The two said together.

"I see..." Junko smiled. "Nice work!"

The two remained silent, perplexed by the mother's behavior. The officer interrupted with a slight cough. "So, Sayaka, may we proceed with the questioning?"

"Ah..." Sayaka paled slightly, turning to Madoka. A single glance in her eyes was all Madoka needed to answer the silent question.

"Officer, may I accompany her?"

He paused, thinking for a moment. "Don't see why not. Let's get goin'."

Slightly relieved, Madoka grasped Sayaka's hand, and the two followed the officer into the adjoining hallway.

"Time to wait." Kyouko noted, flopping back against one of the many couches in the lobby, opening a box of Pocky as she did so. Shaking the box in Junko's direction, she silently offered one to the mother. She accepted, pulling out one and letting it hang from her mouth like a cigarette.

"Looks like they're getting along well." Homura muttered to herself.

* * *

><p>Kyubey shot up with a start, gasping for air. Scrambling around for purchase with the ground, he sighed as he made contact with the soft carpet within Madoka's room. Shaking his head, he slowly came out from under the bed, feeling the massive throb in his head continue.<p>

There was no sign of the mysterious girl, and her words sent another spike of pain into Kyubey's head. He had no idea what the words meant, but there was no way the dream could have any effect on him in the real world...right?

"Maybe that wish was a dream too..." Kyubey muttered as he shook his head once more, trying to clear away the mysterious ailment in his head. It was no good, however; the throbbing only seemed to intensify as Kyubey winced. "Stupid headache..."

It didn't make sense to the construct, that much was certain. The mild knockout he experienced seemed to have blocked some of his short term memory. He couldn't remember a conversation with Madoka, so there was no reason to be here in her room...was there?

A particularly painful throb in his head caused Kyubey to cringe, and, finally having enough of the damn head pain, double checked in the mirror to see if anyone or anything was gnawing on him.

What he saw caused him to stare, open mouthed.

Standing right behind him was the girl from his dream. She looked exactly like she did before, but now stood in a much more ornate outfit. Standing in a flowing green kimono, her face was now streaked with blood, the orange necklace she wore coated in the slippery substance. Kyubey immediately recognized the shattered pieces of a Soul Gem, clinging by a thread to their once ornate clasp on the girls neck.

"You..." He took a step back. "But...Your Soul Gem...You should be dead!"

The girl, just as she did in his dream, spoke her words in his tone exactly.

"Misako Yutsumi."

"_What?" _ Kyubey stared in awe as the name was recited. Immediately, the memory of a weeping girl flashed into his head, pleading out for someone to save her parents, who were being assaulted by out of control party-goers.

"I can make your wish come true...Misako Yutsumi." The girl spoke again, still imitating Kyubey's voice perfectly.

_'How is this girl here? She's...dead!' _Kyubey stared in shock as the girl closed her mouth and raised her arms. A glowing green light enveloped her hands, expanding outward as several more bodily figures began to materialize. Kyubey vaguely recognized several of them: a girl in a bear costume, one in tribal clothing, and another in tattered clothes.

All girls he contracted with.

_'But...they're dead, aren't they? They turned into witches...long ago! Why are they here now?'_

A slight snarl, unnoticed by Kyubey, escaped his lips. "What is the meaning of this?"

As if they were a chorus, all responded in tandem: "We are here, to show you what you have become."

"Become?" Kyubey asked. "I haven't become anything!"

The girls remained silent and unmoving. Kyubey's eye twitched slightly, as if irritated at their actions...

A flash of light pierced their surroundings, and the room was empty once more.

* * *

><p>"See, Sayaka? That wasn't so bad!" Kyouko whooped as the four girls exited the police station. Pausing, they all waved their goodbyes to Junko, who opted on heading home to a fresh bottle of Scotch.<p>

"Maybe..." Sayaka muttered, turning around and resuming their walk. "I just wish they never asked about my parents. They should have already known."

"It was their duty, Sayaka. Not much we could do there," Kyouko retorted, offering a Pocky stick to the girl. Accepting it, Sayaka bit into the chocolate coating, relishing the flavor.

Smirking, Kyouko pulled out a second stick, waving it in front of the girl next to her. "Madoka? Want one?"

Madoka didn't respond. Silently walking alongside Sayaka, there was no way she didn't hear Kyouko. Though Kyouko did find it strange that Madoka looked so...emotionless. It was something she rarely saw from her.

"Madoka?"

She jumped slightly. "Huh?"

Kyouko lifted the Pocky once more. "Want one?"

"Ah...sure." Madoka accepted the treat, staring at it for several seconds before slowly biting into it.

_'Wonder what's going on with her...' _Kyouko turned back around, catching up to Homura.

"So..." Sayaka began, trying to start some form of conversation. "Now all we need to do is clear things up with the school, right?" Reaching into her bag, she pulled out a small piece of paper. "I'm supposed to give this to Kazuko-sensei, in case they want to put me through counseling..."

Madoka snapped out of her daze at Sayaka' use of the word, 'counseling', and squeezed her hand. "That won't happen. We won't let it."

"I hope so..."

"I know so." Madoka squeezed her hand once more. "Hey...once we're done..." She trailed off, but began once more, her voice stuttering and wavering. "Do you...maybe want to...go...err..."

Sayaka caught on immediately. Biting back a chuckle, she darted forward and pecked Madoka on the cheek. "Yes."

"Wh-wha?" Madoka flushed twenty shades of red, the words not entirely sinking in yet. When they finally hit her, she smiled broadly. "O-Okay!"

The four continued down the marble road, turning off near the city park. Slowly, the urban city vanished behind them as they made their way through the small forest towards Mitakihara Middle School. Kyouko led along with Homura, a stick of Pocky hanging lazily from the redhead's mouth. Madoka and Sayaka led up the rear, hand in hand, both with Pocky sticks of their own, courtesy of Kyouko.

Seconds turned into minutes as the group finally found themselves at the gate to the school. Homura stopped them there, turning to address Sayaka.

"We need to talk with Kazuko-sensei. Since she's our homeroom teacher, she's our first step to figuring out what happens to you. Okay?"

Sayaka simply nodded. With an affirming smile, she motioned for Homura to enter first, following after her, Madoka by her side.

The glass-coated windows that covered each classroom were of little help in concealing the newly-returned schoolgirl. Students from every room stared at Sayaka, some with looks of confusion, others with relieved, almost sympathetic smiles. It was far from the reaction that Sayaka expected, but it didn't ease her worries one bit.

Reaching the end of the hall, Homura knocked on the office door of Kazuko Saotome. The homeroom teachers had a brief break during noontime hours, and she hoped to catch the teacher during one of these periods of downtime.

After several seconds, the door whipped open, and Kazuko's head popped out. "Yes? How may I-" She paused. "Homura! What can I do for you?"

"Nothing for me, Sensei." Homura stepped to the side. "But for her."

Kazuko did a double take at the girl that stood in front of her. "Sa-Sayaka?"

"Eheh...Here, Sensei..." Sayaka mumbled, using her free hand to rub at the back of her neck. Cringing slightly, she braced herself for the incoming tirade of lectures from her teacher...

She felt Madoka's hand quickly pull away, and before she could question it she was wrapped in the arms of her Sensei, being crushed to death in a vice-grip hug. "Thank goodness! When I heard the missing persons report, I-"

"Sensei...I'm fine now, thanks to these three." Sayaka smiled, despite the bone-crushing hug. "Though, its getting a bit hard to breathe..."

Kazuko immediately released her hug, stepping back slightly. "Heh...sorry about that. Got a bit carried away." Regaining her composure, she focused her full attention on Sayaka. "Have you talked with the police?"

"Yes." Sayaka replied. "They directed us here for the school's judgment as to my absences, as well as any...counseling." Sayaka nearly spat out the last word. "I don't get why, I was only gone three days..."

"You should know our school policy by now, Sayaka. Any absence is followed up with a phone call to the parent or guardian. Since you live alone, we had to contact you. Imagine how shocked we felt when you had not shown up that day, but had also not returned to your apartment for two days prior."

Sayaka stared forward blankly at this, unsure how to reply.

Kazuko smirked slightly. "Well, normally the principal handles this kind of thing, but since he's out of town on a business meeting, all action related to student discipline is deferred to the homeroom teacher. Therefore, I have full authority in all of this. And I can already say that I'm not going to send you to counseling. They tend to screw up people more than help them."

Sayaka, in shock, was about to ask why when Kazuko merely shrugged. "Trust me. I know."

"So what will I have to do?" Sayaka asked, changing the subject.

"Well, there's homework to catch up on, of course. Any punishment would be dependent on the nature of your absence. I have to know that before I can hand anything down."

"Well..." Sayaka began, flustered, before Madoka interrupted her.

"Sayaka's been through some problems with her friends lately. There were some problems with Hitomi and Kyousuke that she was trying to get through. That's all."

Sayaka stared on, shocked at Madoka's boldness. The girl in question merely smiled sheepishly.

"Ah..." Kazuko paused, deep in thought. "I had heard about that briefly. Though I didn't know it spanned to Hitomi as well. Why did you not tell anyone?"

"She told Hitomi. Look where that got her. You really think she'd tell anyone else?" Kyouko spoke up, snorting as she did so.

Kazuko gave the loudmouth a questioning glance. "And you are...?"

"Kyouko."

"And you attend this school?"

Kyouko paused for a moment. "Home-schooled."

"I see...Very well. Shall I call Hitomi in to clarify things, or...?"

"No, that's fine." Sayaka quickly stated. "I'm...I'm over it."

"I see." Kazuko smiled. "In that case, I shall write down your make up work, and you will attend class first thing tomorrow morning. Alright?"

"Okay!" Sayaka replied, smiling all the while.

As the four left the building, Homura turned to Kyouko, mild amusement on her face.

"Home-schooled?"

"Hey." Kyouko pulled out a new stick of Pocky. "A lot of people ask, okay?"

* * *

><p>"Watch."<p>

The white void returned once more as Kyubey struggled to open his eyes. Discovering his surroundings had changed so drastically, he shot up and immediately glanced around, trying to gain control of the situation.

The four girls surrounded him in a small box formation; their hands were extended towards him, but otherwise they were still and silent. Their hands began to glow faintly once more; Kyubey had an idea of what was going to happen.

The surroundings changed once again, giving way to a city bustling with activity in the early hours of the morning. However, Kyubey could instantly see that the activity was not normal; screams and shouts of anger and panic could be heard throughout the city.

One girl in particular caught his attention. As if he was forcibly drawn to her, he walked closer, noting in slight shock as the rampaging crowd passed through his body as if he were a ghost.

The girl stood behind two people, who were raising their arms in self defense, trying to ward the insane crowd off. Though all three were dressed in formal wear, the two adults had clearly sustained serious injury. Blood was seeping down the neck of the male, and the female sported several cuts and bruises amongst her arms and legs. Around them, chaos ensued from the riots as people threw whatever they could, wherever they could.

"Daddy!" He heard the girl scream. "What's going on?"

"Don't worry, sweetie." Her father shouted over the chaos. "We'll protect you!"

"Stay behind us, you don't wan to..." The woman was cut off as she saw something out of the corner of her eye. "Yukito, behind you!"

The man turned, but a second too late. A flying bottle of empty Sake slammed into his face full force, smashing into thousands of fragments. The man dropped, screaming as blood began to leak from his face.

The woman screamed herself, dropping to the floor to tend to her husband...only to be swarmed by the stampeding feet of rioters. Boots and shoes slammed into her body, sending her to the ground in an instant.

"Why..." the girl sobbed. "Why is this happening?"

"A witches kiss, of course." Kyubey's voice filled the air, but the construct was up and alert, the voice clearly not from him. Staring in shock, he watched as a duplicate of himself stood next to the girl. "A witch, a being of despair, has affected these people. I want you to contract with me to defeat her."

"W-what?" The girl looked at the creature with wide eyes, confused. "What can I do?"

"Contract with me. I'll fulfill any one of your wishes!" Kyubey stated, over the roar of the crowd. "But in return, you must fight witches for the rest of your life."

Shaking, the girl nodded hastily. "Please, stop this! Bring Mommy and Daddy back!"

Red eyes began to glow. "So be it."

With a flash of light, the crowd suddenly fell into silence. Nobody moved a muscle for several moments, until, like zombies, they began to leave for their respective homes. It would be morning before they awoke, with the feeling of a hangover and falsely implemented memories of a calm party.

The girl looked around nervously, trying to find somewhere to go, when she felt a hand on her shoulder. Turning around, she nearly broke down crying at the sight of her parents, a large smile on her face as her father wordlessly picked her up and began carrying her down the street.

Kyubey watched all of this in stunned silence. He remembered this particular contract. He idly noticed that the throbbing in his head was gone, replaced by a warm, fuzzy feeling that made him want to curl up to someone forever.

_'What...is this feeling?'_

Then, softer... _'This is...nice.'_

The world pulled away as Kyubey found himself in the white void once more. The girls were still there, but Kyubey only focused on the green-haired one that now looked way too familiar. Without explanation, he wanted to grant more wishes, make more contracts...all because of that warm feeling he just experienced.

_'What...was that?'_

"We're not done."

Kyubey paused. The tone behind that voice sounded much more malicious than the young girl he saw not moments ago. Idly, he wanted to see her smile again, not talk in that horrible voice...

"Shut up."

_'She can read my thoughts?'_

"You like the feeling of happiness?"

_'Happiness?' _

"Now, taste the despair you have created."

The world flashed once more.

* * *

><p>"Madoka! Wait up!"<p>

Turning around, the four girls watched from the bottom of the stairs as a green-haired girl clumsily stumbled down, trying to catch up to them.

"Hitomi!" Madoka began waving her arms in the air.

Hitomi paused at the bottom of the steps, pausing to catch her breath. Finally getting enough wind to say her peace, she smiled broadly. "You're finally back! Where have you-"

She was cut off as she stared in awe at the person standing in front of her. Said person immediately flushed slightly red, trying to hide behind Madoka as much as possible.

"Sayaka..."

"Hey...Hitomi."

For a moment, the two stood there, unsure of what to do. An awkward silence hung in the air, and Madoka was about to say something to get rid of it when Hitomi suddenly lunged forward, latching onto Sayaka. She clung as if letting go would kill her, her body beginning to shake slightly.

"Hitomi-!"

"Thank...Thank goodness you're okay..." Hitomi whispered, her voice muffled by Sayaka's shoulder. Finally sensing no hostility from the girl, Sayaka tentatively returned the embrace, casting a worried glance at Madoka, who merely shook her head and smiled. Sensing that Madoka was fine with the contact, Sayaka sunk a bit deeper into Hitomi's embrace.

It was several minutes before Hitomi finally spoke up once more, her voice so muffled that Sayaka had to have her repeat the words.

"I'm sorry."

That took her by surprise. Sayaka knew why she was apologizing, but was surprised that she was in the first place. "Hitomi?"

"I..." Hiotmi pulled her head up to look Sayaka in the eye. "I gave you a day, to do what may have taken months..." She smiled bitterly. "I'm a horrible friend. It was completely wrong for me to have-"

"Hitomi." Sayaka cut her off, smiling slightly. "I'm over it." Reaching over slightly, she grasped Madoka's hand once more. "I...found someone else. Someone better."

Hitomi couldn't help but chuckle at the sight. Backing away, she watched as the two moved closer together. "Forbidden love...I knew it all along. I told you that you deserved her, Madoka."

Madoka merely smiled, glad that her friends were able to make up. Hitomi and Sayaka had gone through a rough spot, but thanks to a bit of talking, everything was back to normal.

"Hitomi? Who are you talking to?"

Hitomi looked around slightly, confused by the new voice. Catching sight of the person limping towards, her, she smiled broadly. "Ah, Kyousuke!"

Madoka tensed slightly. Sayaka paled deathly white. Kyouko snarled in anger, while Homura frowned deeply. Madoka could tell they were _not_ happy to see him.

"Are these your friends, Hitomi—Oh, hey there, Sayaka!"

"Hey." Sayaka said, forcing a smile that she knew was fake.

Satisfied, Kyousuke turned back to Hitomi. "The movie starts in an hour, so we should probably get going-"

"Hang on, Kyousuke." Hitomi interrupted. "Sayaka just came back, I think it'd be best if we spent some time with her."

"I'd love to, but..." Kyousuke turned to the girls. "I have an audition tomorrow for the Youth Symphony. I really need to get back to practicing." He turned back to Hitomi. "I'll see you later, oka-"

Kyousuke's words were cut off by his own startled gasp, as he felt the wind on his hair, and saw the fist of one pissed off girl hovering centimeters from his face.

"You. _Fucking._ Bastard."

Kyouko pushed forward slightly, not enough to hurt, but enough to send Kyousuke reeling slightly. Her face was surprisingly devoid of any emotion during the whole exchange. Just as quickly as the hand went up, it was back at her side.

"You brush Sayaka off like nothing, talking to your little _girlfriend_, there..." Kyouko whispered, glancing at Hitomi with the slightest of apologetic looks; Hitomi was not the focus of her anger here, and from the look she received back, Hiotmi knew that. "And when she comes back after five days, you brush it off like it was nothing?" Venom was dripping from her voice with every word. "You think your little audition is worth more than your friend?"

Kyousuke faced Kyouko fully. "I'm glad to see she's safe, but my audition is tomorrow. If I don't get my pieces down-"

"Who _fucking _cares! My god, do you think about _anything _other than fondling your shiny violin?"

Kyousuke's expression darkened a bit at that. "I've been practicing nonstop ever since my hand healed. I have to catch up to my peers. Friends will always be there. This audition will not."

"Friends will not always be there!" Kyouko shouted, no longer trying to contain her anger. "Sayaka wasn't! For five days! But that didn't matter as long as you got to play Mr. Perfect Life over there!"

Kyouko raised her hand once more. "Is your piece of wood more important than your friends?"

That took Kyousuke by surprise. "My friends are important to me! Sayaka is important to me!"

"Oh really?" Kyouko snarled, laughing. "Didn't seem like that when you accused her of _torturing_ you with music. Not that you politely requested her to stop bringing CD's or anything. No, just fucking well tell her off and go back to sulking in the hospital."

Kyousuke's expression darkened even further. "Where did you hear about-"

"Gee, I fucking wonder." Kyouko interrupted without a second's hesitation. "Wasn't like she was, y'know, hurt by your stupid actions or anything. It's not like I was with her the whole damn time!"

"My music career at that time was over-"

"No." Homura stepped in on this one. "I know nothing of music, but every profession has a different task to be accomplished. Your career as a violin player was over, but your career as a musician was not."

Kyousuke backed up slightly, his expression darkening even more. "She kept making me listen to music...Every day! Bringing in some damn new CD..."

"Is it that hard to say no?" Kyouko snarled once more. "Instead of flat out _insulting_ her and _accusing_ her of shit she never did? No, _you_ made the choice to put those fucking headphones in, Kyousuke! Not her!"

The boy found himself backed into a proverbial corner. "Hitomi...help me out, here..."

"No."

"What?"

Hitomi glanced at Sayaka, who was now sobbing into Madoka's shoulder, before turning to face him fully. "Go practice, Kyousuke. If it's more important to you...then go do it."

"Hitomi..."

Hitomi ignored her 'boyfriend,' turning toward the girls. "May I accompany you? To see Sayaka home?"

Homura nodded, glancing around for confirmation. Kyouko nodded as well, her scowl turning into a slight smile. She knew Hitomi was not the enemy anymore. Homura even noticed a weak nod from Sayaka, who still hadn't removed herself from Madoka's arms.

Kyousuke slowly started forward, reaching out with one arm to Sayaka while supporting himself with the other.

The hand was immediately slapped out of the way by Kyouko, her snarl returned and in full bloom. "Don't you _dare_ touch her."

Pulling his hand back, Kyousuke sighed. "Sayaka...I'm sorry. Is there any way I can have you forgive me?"

Several seconds passed. Everyone stood stock still, the only sound being the breathing of those around them.

Finally, Sayaka lifted her head from Madoka's shoulder. Removing herself gently from the embrace, she motioned for the rest of the girls to leave.

Solemnly, everyone began heading back towards the city. Sayaka moved to follow, catching up to Madoka. Before she fully focused on the girl though, she turned back to Kyousuke.

"No."

* * *

><p>Yutsumi lay on the ground, panting heavily from her recent battle with a particularly powerful witch. Glancing to her left, she saw her Soul Gem, caked in inky blackness, the traces of bright green she came to know all but gone.<p>

A tear formed in her eye, and she had to bite back a scream of pain as an audible _crack_ resounded within the gem, the glass casing shattering into fragments.

"This is what I lived for?" She whispered to herself. She could feel the despair flowing through her, and she allowed it to freely. There was no more point in her life aside from the mindless killing of witches...

From the time it began, she wanted it all to end.

Her wish saved her parents. Her wish stopped the riots, But it did not erase the memories of the event. Slowly, her parents changed, becoming more quiet and less outspoken to the people around them. Every once in a while, hidden flashes of anger were taken out on the pedestrians Yutsumi recognized in the riots, those who had stampeded over her parents in such an uncaring fashion.

It all happened so suddenly.

Three months after the attack, thirty-six people were found dead in their own beds, their skulls caved in with a heavy, blunt object. The police made out the weapon to be a large boot, with each of the thirty six heads having the same impressions.

The boot traced to the Misako family. Yukito Misako and his wife, Misuzu Misako, were arrested on thirty-six counts of murder, and put to death.

Slowly, the grief in Yutsumi's gem overcame her, and distorted colors began to wrap around her entire body.

She screamed.

Kyubey stared on, his eyes wide. The whole spectacle was something he had heard about numerous times, and had been the instigator of even more. However, actually watching the girl writhe about as the witch transformation overcame her sent yet another stab of pain through his head.

"What is this?"

"Pain."

The spirit of Yutsumi materialized next to Kyubey, the three other girls flanking her. "This is our pain. This is what _you_ put _us _through."

Kyubey remained silent, trying to figure out the meaning behind all of the hallucinations. "Then...this feeling is...grief?"

"Grief." Yutsumi repeated. "Sadness. Anger. Happiness."

"That's impossible. We as incubators are born without emotion-"

"Stupid Incubator," Yutsumi spat. "Remember her wish."

The world flashed, and instantly, Kyubey was back in Madoka's room. However, this time there were two of him once more, and Madoka was standing over a small plate of food.

"I want you to understand, Kyubey. I want you to feel what those other girls went through..."

"Is that what you want?"Kyubey asked, staring at the girl in front of him.

"Yes..." Madoka hesitated, but only for a moment. "That is my wish." She looked at the ground. "Didn't you see how badly those girls were hurt, when you did what you did?"

"If I understood that, then there would be no reason for me to come to this world." Kyubey replied.

"Then...my wish has all the more meaning. I want you to understand, Kyubey. If you feel what they felt...then you'll understand."

"I must admit, I've never heard of such a strange wish. Surely there is something better that you would like for yourself?"

"No." Madoka shook her head. "You need this. You need this more than I do."

The construct sighed. "I suppose its your decision. Very well."

Kyubey watched himself as he ripped the soul out of Madoka's body, and moments later, saw himself drop to the ground, screaming.

"She wished for you to understand." Yutsumi said. "She gave you...emotion. She gave you what we felt."

With that, the girls vanished, the echoes of their last statement rebounding in the room

"Now you, Kyubey, have emotion."

* * *

><p>"I think he's going to hate me for that."<p>

"For standing up to the little fucker?" Kyouko asked Hiotmi, pulling a stick of Pocky from seemingly nowhere. "Probably. Still won't change the fact he deserved it though."

"Maybe, but..."

"You did the right thing, Hitomi." Homura cut in. "You expressed your thoughts, as he expressed his. There is no wrong in that."

Kyouko snorted at the comment. "How the hell does he justify that kind of shit? Pampered little pretty boy..." She trailed off, gnawing at the Pocky absentmindedly.

"It's over for now. And Kyouko..." Homura narrowed her eyes at the girl. "Do something about the swearing. I think Hitomi is about ready to pass out."

Kyouko blanched, and looked at Hitomi, who had paled slightly at her last words, face slightly white and eyes wide. Kyouko chuckled a bit, waving her hand in front of Hitomi's face. Instantly, she snapped back to reality with a small gasp, eliciting another laugh from Kyouko.

"I wonder if she'll be okay..."

Both girls stared at Homura, confused, before noticing the tilt in her head as they walked along the cobblestone pathway. Immediately, the two averted their eyes from the sight, the smiles from their previous elation vanishing in a heartbeat.

Madoka and Sayaka trailed behind the other three girls, walking at a slow pace. Sayaka had her head on Madoka's shoulder, her eyes still slightly tear stained from their encounter with Kyousuke. Madoka made sure to keep an arm around Sayaka at all times, to support her both physically and emotionally.

Though the two had been silent for some time, something in Madoka's mind kept nagging at her, desperately trying to find release.

"Sayaka?"

Shifting her head slightly, Sayaka looked into Madoka's eyes. "Hm?"

"Did you still..still want to go..."

Again, Sayaka immediately understood. Laughing mildly, she buried her head back into Madoka's shoulder. "Sure. I think we need it after...well..."

"Yeah..."

Gently, Madoka pulled Sayaka forward a bit, catching up to the other three girls. Using her free hand, she tugged on Homura's sleeve.

"We're gonna go for dinner...can we meet up somewhere later?"

Homura nodded. "Meet at my apartment. Tomorrow morning. Got it?"

Both girls nodded, and hooked left off the path, heading towards the urban section of the city.

"Are they going to be okay?" Hitomi asked quietly.

"Yeah." Kyouko nodded. "They'll be fine. Madoka'll make sure of it."

* * *

><p>The two arrived at the restaurant easily, well within walking distance from any point in the city. Pushing the doors open, they were greeted by a waiter, who showed them to a small table in the back of the dainty place.<p>

"Madoka..." Sayaka whispered, tugging at their still-clasped hands. "Could we...stop this?"

"Huh?" Madoka looked confused. "Why?"

"It's...weird. In public, I mean. Most people aren't...they aren't like us."

Madoka noticed the guilty look in Sayaka's eyes, and smiled in understanding. "It's okay. I'm new at this too. We'll figure this out together, okay?"

A genuine smirk played across Sayaka's lips at the statement. Nodding, she seated herself across from her at the table, accepting the menu with a small smile.

Despite the easygoing atmosphere they shared at the beginning, Madoka noticed Sayaka slowly beginning to lose the small smile she once had, spacing out at several points during the meal. She watched several times as Sayaka held a piece of food up to her lips, only to seemingly forget its existence as she stared far beyond the restaurant wall.

"Sayaka?"

Immediately, the fork dropped as she jumped slightly. "Huh?"

"You okay? You've been spacing out..."

Sayaka forced a smile. "Yeah. Just thinking."

Madoka nodded, but continued to keep an eye on her, just in case.

Time passed, and before they knew it, the check had arrived. Madoka paid immediately, using the leftover funds from her allowance, and quickly stood up from her chair, reaching for Sayaka's hand as she did so. She silently took it, standing alongside Madoka, and the two exited the diner and began heading back home.

Madoka frowned slightly. Sayaka had returned to silent brooding, her eyes downcast as the two walked down the street. Squeezing her hand slightly, Madoka got her attention.

"What's wrong, Sayaka? You've been acting like this for a while."

Sayaka forced a smile. "It's okay. Just...thinking."

"About?" Madoka pressed. "You can tell me...I'm here for you."

"I..." Sayaka sighed. She knew Madoka would see through any lie she told. Sighing, she decided to come clean. She could trust her, after all.

"Madoka...was I right, to do that to Kyousuke?" She stared at the ground, trying to quell the shaking in her voice. "Was I too hard on him? Regardless of how he took things, I was still wrong...I still hurt him. So..." She trailed off, tears forming in her eyes. "Was I wrong?"

"How could you have been wrong?"

"Huh?"

Madoka smiled slightly. "Last I checked, Sayaka, you didn't do anything to Kyousuke back there. The ones that did things were Kyouko, Homura, and Hitomi."

Sayaka remained silent.

"What they did, Sayaka, is called standing up for their friends. Back then...it was only you and Kyousuke. There was nobody that knew, so nobody could stand up for you." She smiled, wrapping an arm around her... "But now we know. Now we can stand up for you, protect you, speak for you. Just like we should have, all those weeks ago."

Sayaka stayed silent, and before they knew it, the two found themselves at the foot of Madoka's doorstep. Above them, dark storm clouds were beginning to show, indicating the signs of heavy rain.

"Well...I guess I better get going."

"Sayaka, wait." Madoka grabbed her hand as she began to turn around. When she turned to face her, Madoka blushed slightly.

"Stay...stay here for tonight."

Now it was Sayaka's turn to flush red. "W-what?"

"I mean, its going to rain, and I don't want you getting caught in the storm, and..."

"Madoka, stop." Sayaka regained her composure, cutting off Madoka's rant mid-sentence.

"I'll stay."

It took a moment for the words to register. When they finally did, Madoka smiled broadly, grabbing Sayaka's hand and pulling her into the house. The two bounded up the stairs to her room, closing the door and flopping onto the bed. The rain began pounding on the window just as the two cuddled up on the bed.

"Madoka?"

"Hm?"

"Thank you." Sayaka smiled, rubbing her hands together in nervousness. "For standing up for me. Just...Thank you."

"Hey." Madoka gently ran her finger down Sayaka's cheeck before pulling the girl into her arms. "Of course."

Smiling, the two turned to the window, watching as a peal of lightning tore across the sky. Sayaka huddled closer to Madoka, shivering slightly.

Madoka gave her a concerned glance. "Scared?"

"Nah." She shivered again. "Just cold. These uniforms are useless sometimes..."

"Yeah..." Madoka glanced around, before finally noticing the very object they were sitting on. "Sayaka, could you get up for a sec?"

Silently obliging, she got off the bed. Madoka acted quickly, grabbing the top and bottom sheets and lifting them up. Motioning for Sayaka to climb in, she waited for the girl to get situated before gently lowering the top sheet over her, then covered her with the heavy blanket.

"There we go." Madoka said, satisfied. "Warmer?"

"Yeah..." Sayaka glanced around. "But where are you going to sleep?"

"I've got a spare futon. I can sleep there."

"But...I don't want to kick you out of the bed..."

Madoka smirked. "You need it more. It's okay."

"No, it's not." Sayaka pressed. Then, flushed slightly, "Do you...want to share the bed? It'd be warmer that way..."

"Well..." Madoka saw Sayaka's look, and melted. There was no way to say no to that. With a moments hesitation, she lifted the sheets and slowly climbed in, coming face to face with Sayaka, the blanket covering them both in a soothing warmth.

Several minutes passed in silence before Madoka felt a slight tap on her shoulder. Looking up, she gazed into the teary eyes of Sayaka.

Reaching up, she brushed the stray droplets that had escaped onto her cheeks. "Hey...what's wrong?"

Sayaka laughed, a light, airy sound that caused Madoka's hear to jump. "That's just it. Nothing' wrong."

Nestling closer to Madoka, Sayaka buried her face into her shoulder.

"For once...everything's right."

Madoka smiled, wrapping her arms around Sayaka as well.

"I love you, Sayaka."

Sayaka smiled, mumbling incoherently into Madoka's shoulder.

The two slept silently through the night, the storm above them, completely ignored.

* * *

><p>Kyubey shot awake once more, this time atop Madoka's bed. Unwilling to believe that the dream was true, he darted to the mirror, checking his face for any sign of...well, he didn't' know. Something.<p>

What he saw made his eyes go wide in shock.

"..."

Kyubey backed up his mental train of thought.

_'Shock?'_

Yup. The numb feeling of mind-stopping paralysis...Kyubey felt shock. Suddenly, everything he felt within the 'vision' made sense. The fuzzy feeling of happiness, the addicting feeling of hope...as well as the crumbling feeling of despair.

It all made sense. Grief was energy, but grief was _pain._ Something everybody wanted to deter, to avoid, at any possible cost. Before now, Kyubey merely saw it as a resource, like the coal mines in the deepest depths of the earth. But now he could feel the meaning of that energy.

And it shook him to the very core.

"Is this...what they felt?"

Looking at himself in the mirror once more, Kyubey shook his head, just to make sure he wasn't dreaming.

Perhaps her wish was bias, but Kyubey felt the need to right the wrongs he made. The unique feeling of guilt coursed through his body.

"So this is what 'impulse' is..."

Something in him changed, all right.

Green eyes tore away from the mirror and stared into the sky beyond.

It was time to fix this.

* * *

><p>Kyouko, Hitomi, and Homura paused right outside Homura's apartment, watching the storm with awed eyes.<p>

Well, Kyouko and Hitomi were awed. Homura had paled to a deathly white, watching the peals of lightning tear across the sky.

Kyouko finally noticed the condition of their third member. "Homura? You okay?"

"The storm..." Homura shakily said.

"What about it?"

"Class-9 super-cell storm...typhoon-force winds, heavy rain..."

"Kyouko? What is she talking about?" Hitomi asked, perplexed.

"Dunno..." Kyouko snapped her fingers in front of Homura's face, receiving no reaction. "Hey! Whats up?"

Homura tore her gaze from the darkening clouds and stared a the two with wide, terrified eyes. She knew what was coming. Countless times the same clouds of dread hovered over her head, signaling the arriving fanfare of the most powerful witch known in existence.

Normally, Homura wouldn't feel worried at this point. But after the distraction offered by saving Sayaka, as well as losing the time needed to properly prepare for Armageddon...

Needless to say, Homura Akemi felt true fear for the first time in a long time.

"Walpurgisnacht..."

Kyouko paled considerably, and Hitomi looked at Homura with even more confusion. She knew something was bad, given Kyouko's reaction, however. "What's...what's that?"

Homura didn't reply. Kyouko made a "I'll explain later" gesture, and stared into the sky.

"Ah, shit."

* * *

><p><strong>Chapter End.<strong>


	9. Full Circle

….I get the feeling this chapter is going to get mixed reviews. But I'm proud of what I've written so far, even if it is a bit tangled and far-fetched at some points.

Anyways, sorry for the late update. I spent most of last week in the ER getting pumped full of saline. Apparently I'm deathly allergic to Benadryl.

...Yeah. Go figure.

Anyways! Enjoy.

* * *

><p><strong>Chapter 9<strong>

**Full Circle**

* * *

><p>"You're...joking. You have to be."<p>

"It's the truth, Hitomi." Homura said, refilling the tea she had set on the small red counter in the center of her room. "It's a far-fetched tale for a non-Magical Girl to believe, but it's the truth, all the same."

"But..." Hitomi shook her head, trying to make some sense of the information. Tossing off the blanket she used for that night's sleep, she began pacing around. "You're telling me something like witches exist? In_ this_ world? Why have we never seen them?"

"You do, actually." Kyouko muttered, gnawing on the ever-present Pocky stick in her mouth, still lazing about on the couch. "Suicides? Depression? Accidents? Crime? Name one bad thing that happens in this city, and I'll bet you ten bucks it's related to the effects of a witch."

"So..." Hitomi shut her eyes. "How do you fight these things? I can't believe that you girls can take on what you say you do!"

Homura sighed. She didn't want to take the extra step, but Hitomi was being difficult in believing this. She couldn't exactly blame the girl, but enough was enough. Turning to Kyouko, she nodded once, signaling the main evidence to come forth.

With a small flash, Homura and Kyouko materialized their uniforms; Hitomi watched with wide eyes as Kyouko summoned a large spear to accompany her, while Homura drew an RPG from her compact shield.

Hitomi, needless to say, was speechless at what just happened. Two girls that she knew only as classmates and brief friends, suddenly revealing that they were combatants in an ever-present war, that happened right under humanities noses. And here they were, brandishing weapons of every sort from seemingly nowhere...

Hitomi fainted.

Darting forward, Kyouko grabbed the girl before she collided with the table. "D'you think we went a bit...overboard?"

"She wanted proof. She got it." Homura replied, helping to lay Hitomi on the nearby sofa. "When she comes around, hopefully she'll remember what happened."

"No kidding..." Kyouko turned back to the many screens lining Homura's wall. "So, whats the plan from here on out?"

"I'm still working on it. We'll need Madoka and Sayaka here first before we do anything special. Mind fetching them for me?"

"What? In that weather?" Kyouko grumbled, not liking the idea at all. "Why do I have to do it? You could get it done with your time-stopping!"

"Time stopping or not...I'm not the person for this task." Homura replied, flushing red.

Kyouko caught on immediately. "Still a bit jealous, huh?" She shrugged in defeat. "Makes sense. Not like I have anything better to do." She gestured towards the table. "Hand me that tea, would ya?"

Catching the mug from Homura, Kyouko downed the concoction in one gulp, turning towards the door. "Back in a jiffy!"

"You better be." Homura said, watching the girl go. The moment the door was closed, she sighed, dropping her emotionless facade. Glancing at Hitomi, she affirmed the girl was still out of it before allowing a small sob to escape her throat.

"I can't...I can't do this..."

"_Homura?"_

Homura snapped out of her grief-induced outburst, looking around the room for any sign of the voice. "Kyubey?"

"_May I...speak with you a moment?"_

Homura sighed. "Make it quick."

"_I've been able to piece together that you're a time traveler, Homura." _Kyubey began, his voice echoing throughout the apartment. _"I've also been able to figure out why Madoka would make such a powerful Magical Girl. Your interference with time."_

"Don't even think about-"

"_We'll discuss that later. I need to ask you something urgent, Homura."_

That caught the girl by surprise. "W-what?"

"_The reason you keep restarting time...the reason you continue this cycle of tragedy...is because Madoka dies every time. Correct?"_

Slightly irritated, Homura nodded. "Yes. Why?"

"_Reasons for which I cannot explain now. For the moment, everyone is alive, including Madoka. Should that remain if Walpurgisnacht is defeated...you would not reset the time loop again?"_

"No."

"_Perfect. Thank you, Akemi Homura." _With that, the voice faded, leaving behind a mildly stunned Homura.

"Since when did...Kyubey _thank_ people?"

* * *

><p>The first thing Sayaka noticed when she woke was how warm she was.<p>

The second thing she noticed was that she couldn't move. At all.

Stifling a yelp, she began scrambling about, trying to untangle herself from whatever was pinning her, before pink hair flooded her vision.

Sayaka immediately stopped struggling, realizing where she was. A small smile formed on her face when she realized that it was Madoka's arms that were pinning her, and the warmth of her body was keeping the outdoor rain away.

For a moment she contemplated whether to stay where she was or attempt to forage some breakfast. She was a second away from choosing the former before a loud growl escaped her stomach, causing her to blush furiously.

_'That'll wake her, for sure...Food it is then.'_ Sayaka thought to herself as she gently removed herself from Madoka's arms. Rolling off the bed to avoid hitting the sleeping girl by mistake, Sayaka quietly tiptoed around the bed to reach the bedstand, where she left the two golden hairclips she used as accessories. She knew from personal experience that wearing them while sleeping usually led up to being caught with one's head trapped on a pillow. Ever since that day, she made sure to take them out before sleeping.

Snatching up the clips, she fixated them to her hair, glancing at the rest of the items on the stand. A small pink clock reading six-thirty in the morning sat farthest to the left, ticking away at an ever-present volume. Beside it, several trinkets lay strewn about, from baubles to sewing supplies to school notes.

One thing caught her eye, however: a small, pink ring, no smaller than a dime, lay half covered by a journal. Picking it up, Sayaka idly wondered how Madoka afforded such a piece of jewelry. She knew the girl wasn't fond of metallic accessories, always preferring the dual-pink ribbons over any sort of earrings or makeup. She considered that Junko may have bought it, but quickly discarded that thought. The woman was exactly the same as Madoka: metal jewelry didn't seem to exist in the Kaname household.

Sayaka was torn from her thoughts as the stirring Madoka sat up, rubbing at her eyes blearily. Looking over, Madoka's eyes widened slightly.

Sayaka cocked her head to the side, wondering why she was getting such an intent stare from Madoka this early in the morning. Surely her hair wasn't messed up that bad...was it?

Chuckling lightly to try and rid some of the tension, Sayaka waved her hand. "Hey...Madoka."

"Hey..."

"How'd you sleep?"

"Okay..." Madoka sighed. "It was...warm."

"Ehehe..." Sayaka flushed red. "Yeah...you were warm."

"So were you, silly."

The two stared at each other, the beginnings of an awkward silence beginning to form. Sayaka coughed slightly once more, once again breaking the strange tension. "So...Hey!" She held up the item in her hand. "Where did you get this, of curiosity? I thought you didn't like metal jewelry."

"Ah!" Madoka gasped, but covered her mouth in the nick of time. "Its...something my mother gave me!"

"Oh?"

"Y-yeah..." Madoka fidgeted nervously. "Err...may I have that back?"

"Huh? Sure..." Sayaka said, handing the ring to Madoka. She quickly placed it on her fourth finger, sighing in relief as she did so. Sayaka became even more confused at this. "Madoka? I've never seen you wear a ring. You alright?"

"Nothing!" Madoka said a little too quickly. Sayaka caught this instantly.

"There wouldn't be 'nothing' if you were this flustered..." She sat down on the bed next to Madoka, setting a hand on her shoulder. "What's up?"

"Well, it's..."

"It's okay, Madoka, you can tell me." Sayaka smiled. "Its just a gift from your mom, right?" Then, laughing: "It's not like you contracted with Kyubey or anything!"

Sayaka laughed at this, but noticed a little too quickly that Madoka wasn't laughing. Instead, her whole body had tensed up as stiff as a board, unwilling to move and speak. Sayaka swore she saw traces of tears in Madoka's eyes.

Her eyes widened. "You...didn't make a contract...did you?"

Madoka remained silent.

"You...did."

With nowhere else to go, Madoka raised her head, showing her bleary eyes and the fresh tears that ran down her cheeks.

"Yes..."

* * *

><p>Kyubey idly remembered an old human saying as he teleported to the front of a large house.<em>"When life gives you lemons, make lemonade."<em>

He knew he had emotion. Now he needed to figure out why she gave them to him.

Slithering his way through the bushes, Kyubey eyed the small tree that gave access to Madoka' bedroom. The very reason that the girl made her wish like that continued to confuse him. For the past month, she had tried to contract suing the most ridiculous of wishes, only to be stopped time and time again by Homura. Kyubey still didn't' understand why Homura wanted Madoka to avoid contracting so badly. Back then, only the thought of reversing Entropy came to Kyubey's mind, but now...he wanted answers.

Imitating the movements of a common squirrel, Kyubey scrambled up the tree with surprising ease, pressing the side of his body to the wall right next to the window. Finally, he could hear the sobbing of a girl on one end, and the slightly interrogative, but non-accusatory voice of another.

Kyubey immediately recognized the two.

"What are Madoka and Sayaka arguing about...?"

* * *

><p>"You wanted him to understand?"<p>

Madoka nodded shakily. "All this time, he's only been concerned about entropy...about saving the universe. But he never considered the sacrifices that people had to make the despair people had to go through!"

Her voice trembled as she spoke; Sayaka clung to her a little tighter. "So...I wished for him to understand. I didn't wish for hope, or a selfish reason. I just wanted him to understand the suffering people went through because of him..."

"Idiot..." Sayaka muttered, stroking Madoka's hair affectionately. "You knew you'd turn into...into one of us, and yet you still made that wish? What kind of thinking is that, huh? I don't want you dying because of some stupid wish like that..."

Madoka chuckled bitterly. "It doesn't matter to me. Everyone is out there, trying to stop the worst witch in existence...and all I can do is stand on the sidelines and watch like every other time."

"Worst witch?" Sayaka interrupted.

"Walpurgisnacht." Madoka muttered. "A witch with no barrier. A witch far beyond the power of anyone...except for me."

Sayaka sighed. "That doesn't matter, Madoka. If I'm bound to fighting this thing because of the stupid duty Kyubey put onto me, so be it. You may have contracted, but there is no way in _hell_ I'm letting you within a mile of this 'Walpurgisnacht.'"

The two sat in silence for some time before Madoka's sobs renewed. Sayaka pulled her down slightly so the two were laying down on the bed, arms around each other.

"Madoka? What is it?"

"I..." Madoka whispered. "Even if you tried to stop me...I can't face Walpurgisnacht anyways."

"Huh? Why?"

Madoka nodded. "If I do...the moment I attack it, I die..."

"What?" Sayaka stared at Madoka with a mix of confusion and shock. "How...how do you know?"

"I just know. Trust me, please..."

"Of course I do." Sayaka whispered, returning her attention to calming Madoka down. "Can you...tell me why?"

Madoka sniffed away some tears, before nodding. "Kyubey said that I'm fated to be the strongest Puella Magi...and as such, I'm destined to defeat my fiercest foe. But the moment I do, it'll use up so much of my magic that I'll turn into a witch right away."

"Ah..." Sayaka muttered, gripping Madoka a bit tighter. "So there's no way around that, huh?"

"No..."

Before the two could continue further, the door to Madoka's room busted open with a loud _crack_. The two girls turned in shock to see Kyouko, soaked and panting, standing in front of them.

Immediately, given their position, a wry smile began to form at her lips. "Don't tell me you two were about to-"

She was cut off by a massive elephant plushie slamming into her face at full steam ahead. Sayaka, who had already readied another stuffed animal, stood, furious. "Don't even _think _about that!"

"Okay, okay! Don't get your britches in a bunch..." Kyouko said, her face suddenly turning serious. "Madoka, Walpurgisnacht is coming. We need everyone at Homura's apartment, _muy pronto."_.

Without waiting for a reply, she beckoned the two flustered girls out the door. As Kyouko exited though, she noticed Madoka's tear-stained face.

"Hey, Madoka? You okay?"

Only nodding slightly, Madoka jogged forward and laced her arm around Sayaka. Kyouko watched on with a confused look on her face.

"Strange..."

* * *

><p><em>'Is this...shock, again?'<em>

Kyubey shook off the numb feeling that just coursed through his body and shakily descended from the tree. Ducking into the hedges beside the house, he watched as Madoka, Sayaka, and Kyouko left, hanging a right towards the city center. Once they were safely out of sight, cresting the top of the small hill, Kyubey dashed from his hiding spot and ran across the street, ducking into the more open hedges of the yard beyond. The thick layers of branches would deter anyone that may hear strange noises, and the interior of the bushes was open enough to allow him to work freely.

Satisfied that nobody was around, a faint white glow materialized around the construct as he summoned a small Soul Gem, hollow and inert.

"Now..." he muttered to himself. "What can I do with you...?"

* * *

><p>The door to Homura's apartment was forcibly flung open as Kyouko, Madoka, and Sayaka entered the small chamber. They found Homura huddled over a small computer, clicking wildly as witch data and charts flew across the massive walls of her house. Hitomi, who had finally woken from the information-overload, was once again leaning against the couch, a small cup of tea resting in her hands.<p>

"Homura? What is all this?" Sayaka inquired, turning toward the girl. Many of the photos showed, to Sayaka's limited knowledge, a massive, floating purple ball of a witch. However, there was no contorted barrier or signs of twisted images around the massive body; all she could see was the ruined destruction of the city around them.

"This..." Homura started, turning around in her chair and raising a hand towards the many images, "Is Walpurgisnacht."

A collective intake of breath was heard throughout the room as the images played out one after another. Terrifying spectacles of Mitakihara, now a destroyed, barren wasteland of twisted metal and steel frames, littered each photo, one after another. Walpurgisnacht stood tall in every single one.

"As most of you in here know," Homura stated once more, having vacated her seat in favor of pacing around the room, "I am a time traveler. I have distorted the laws of time in order to repeat the last month over and over again, all for the sake of one exit."

"What exit?" Sayaka asked, reeling slightly from Homura's sudden revelation. "What kept happening in those other timelines?"

Homura's eyes hardened slightly, the images of her friends, all dead, coming back to her in a flash. "No matter what I do...everyone dies. This is the first timeline that I have come through where most all of us have survived. I've seen Sayaka transform into a witch at least four times, Kyouko get killed by Sayaka, Mami, or myself an equal amount..." She paused, sucking in a harsh breath. "And Madoka. I've seen you die, every time. Many times, by my own hand...many times, by your request."

Turning her back to the group, Homura tried to hide the tinges of tears in her eyes. "But I will not stop. This is the first time we've made it so far with most everyone alive. All we need to do is defeat Walpurgisnacht...and we'll have our exit."

Regaining her composure, Homura gestured for everyone to sit down, before turning back to the map.

"Alright, everyone. This is the plan. Kyouko, Sayaka, come up here please."

Nodding silently, the two girls jumped up and hurried over to Homura.

"We will go to the clock tower on the east end of town and prepare traps there. That is where Walpurgisnacht will arrive, so we must contain her there. Understood?"

Both girls nodded.

"Good. Get over there now, I'll join you momentarily."

Kyouko and Sayaka made their way towards the door; Sayaka paused to give Madoka's hand one last squeeze before leaving. Homura turned toward Hitomi and Madoka.

"You two must get to the police station and evacuate the townspeople to the community center immediately. The sooner, the better. Once everyone is there, stay there, and wait for our signal. If we defeat Walpurgisnacht, you'll know. If we don't..." She sighed. "Then there's a good chance nobody will make it out alive."

Hitomi winced slightly, while Madoka's expression grew to that of pure surprise. Homura seemed to catch on, and immediately turned towards her.

"There's nothing you can do, Madoka. You know that if you contract, you'll die from the magical overload. There's simply no way I can have you participate."

"But, Sayaka-"

"Will be fine." Homura interrupted. "I'll make sure of it."

Madoka sighed in defeat. As much as she wanted to argue, there was no getting past Homura.

"I'm glad you understand, Madoka. Now, go."

Silently, the two walked out the door, gently shutting it behind them. Homura watched them leave, staring at the now-closed door for several seconds.

Wondering just how the hell they were going to pull this off.

Stopping time, she leapt out of the window adjacent to her, making her way towards one of the many Yakuza hideouts.

It was time.

* * *

><p>Irked at the lack of progress, Kyubey poked and prodded at the inert Soul Gem in mild frustration. For the past fifteen minutes the construct had been trying to find a way to modify the Gem's intake of Grief, in order to prevent a sudden transformation of a witch.<p>

Kyubey wasn't sure what or why he was trying to fix the Gem himself. For the many generations he had been on this planet, nothing had mattered to him more than the reversal of Entropy, and the contracting of Magical Girls to accomplish that goal. Their emotions and their feelings never mattered to him before, so why would they now?

_'Emotion.' _He realized. It surprised him how much he was affected by Madoka's wish. She wished for him to understand what the Magical Girls went through, but he didn't realize how much of a bias that had leaned on. He could have come out even more focused on his goal for Entropy...

Kyubey shook that thought off. Bias or not, the way he felt about the system, and the girls he contracted, was set in stone now. Nothing could change what he felt, and nothing could change what the girls in the past felt as their souls were turned to fodder.

But at least he could do something about it now.

Examining the Gem once more, Kyubey opened the gold lining, exposing the interior of the gem. Inside of it, several complex runes and seals lined the casing, designed to keep the soul entrapped and safely caged. Unfortunately, one particular rune stood out; it took the shape of a star attached to black clouds. This seal kept the Soul from leaking out of the gem, but also kept Grief from leaking out as well. As such, there was nothing he could remove without risking the soul of the girl itself.

Normally, Kyubey would have done nothing to try and modify the runes placed on the Gem. However, given his newfound emotional goals, his desire to, as humans had put it, 'experiment' with the runes outweighed the protocol he was supposed to follow.

Examining the rune, Kyubey was able to recognize a clear pattern in how the rune was used. There was no way he could remove the rune entirely, otherwise the Soul would simply leave the gem and dissipate into the void. At the same time, it was impossible to add another rune over it; there were no others that his species knew that could contain the soul of a sentient form.

Kyubey's eyes widened slightly. Perhaps he could modify the rune itself...?

Experimenting, Kyubey's eyes glowed slightly as he removed the black cloud from the rune, leaving only the star shape. If the symbols were the locks to the rune, removing only half of it would, with any luck, create a one way door: allowing grief out, but sealing the soul itself within the gem.

The response was immediate. Kyubey ran an artificial sample of hope and grief through the gem. As he thought, the sample of hope was reflected back into the gem, whereas the grief simply passed straight through, vanishing in a whisp of smoke.

"Perfect..." Kyubey muttered to himself. With this, he could stop the witch transformations that took the lives of the girls he contracted. But he knew he couldn't just change the gems magically. Each gem was the soul of an individual; If he tried to modify all of them based on the same template, there was no telling what would happen to the soul inside.

They would all have to be done manually.

"Wonderful."

* * *

><p>To Sayaka and Kyouko, Homura seemed to materialize out of thin air as she announced her presence. Needless to say, the shock from seeing her appear from nothingness, along with close to twenty five tons of C4, several miles of detonating cord, and plenty of gasoline, sent them both reeling backwards.<p>

Homura, unfazed, merely tilted her head. "What?"

"N-nothing..." Kyouko muttered, eyes still wide at the amount of explosives Homura brought. "So what do you have in mind for all that?"

"I'll be busy rigging those two buildings..." Homura pointed towards two high-rising communications towers, "with these. Walpurgisnacht is large, and therefore can't move well. When it gets trapped under the buildings, the rest of the explosives come into play." she finished, motioning towards the remainder of the explosives.

"Wow..." Sayaka muttered. "So that's the finishing blow?"

"No. That's just the opening scene."

Sayaka's jaw dropped to the floor.

"We're up against the most powerful witch in existence." Homura muttered. "We have to show it no mercy, and give it no quarter. Otherwise...otherwise this world is doomed."

"Can't let that happen, huh?" Kyouko chimed in. "Well, fine by me. Sayaka, finish up with our little project, then meet us near the towers, mkay?"

"Got it."

Homura paused for a moment. "What 'little project? Is that what you've been working on beneath the river?"

Kyouko merely smirked and eyed the river, watching Sayaka dive in. "Wouldn't be much fun if I spoiled the surprise now, would it? You'll see what we mean soon." Smirking devilishly, she fell into step behind the time traveler, who now had a very confused look on her face.

Homura and Kyouko ran off towards the towers, the massive array of explosives tucked safely away in Homura's shield. Reaching their destination, Kyouko reacted quickly, grabbing the packs of C4 from Homura and tossing them as high as she could, allowing them to stick to the outer surfaces of the tower. Within minutes, the building was covered in thick slabs of plastic explosives.

Homura wired a single detonator to her wrist, setting a manual timer and detonation code. As soon as they were there, they were gone, sprinting off towards the next tower.

The second tower was halfway covered with C4 when Sayaka appeared. Using her own intuition, she summoned several Claymores; large-hilted swords with heavy blades, and jammed them into the ground in between the towers. Squinting her eyes, Sayaka focused her magic into the swords, and soon what looked like several smaller swords, in the shape of thorns, covered each sword. Homura gave her a questioning look.

"When Walpurgisnacht falls...she won't have an easy time getting these out."

Kyouko chuckled at the ingenuity, while Homura simply nodded.

The minutes ticked by as if they were hours, and soon Kyouko, Sayaka, and Homura found themselves overlooking the city of Mitakihara, the wind and rain whipping into their faces as they waited for Armageddon to rear its ugly head. Kyouko had taken to chowing down two Pocky at once, the sticks hanging like the tusks of a walrus out of her mouth. Sayaka had a single stick hanging as well, and even Homura chose to nibble on one during their brief downtime. Together they stood on the edge of the city's bridge, watching the tides of water whip underneath them from the unstable winds. The girls were seemingly unaffected by the pouring rain and torrential winds, as they showed no reaction as they stared into the sky.

"Hey." Sayaka said suddenly, turning towards the group.

"Hm?"

"What if...what if this doesn't work?" Sayaka shifted on her feet uneasily. "I don't like to sound like a pessimist...but what happens if we can't beat Walpurgisnacht?"

"Then Homura goes back in time and tries again." Kyouko stated. "We've pretty much got an unlimited number of chances. So frankly, I'm not too worried about it."

"But..."

"No, Kyouko."

Kyouko turned in surprise towards Homura.

"I can turn back time, sure..." Homura began, shifting uneasily. "But that doesn't change the fact that, every time I do, something happens to screw everything up. If I do go back, you guys won't remember anything...I'd have to meet you all again, gain all of your trust again...and frankly, I'm not sure if I can do something like that again."

"Why?" Sayaka asked, confused.

"This is...this is the first time I've gotten through to see most everyone alive." Homura said, her voice cracking a bit. "This is the first time I haven't been alone in facing Walpurgisnacht. I just...I just don't want to lose anyone again.

"I've found what it means to have friends...I've found what it means to place my trust in someone once more. I once said I wasn't human, but now...I believe I've regained it." Homura shook her head lightly. "And if I went back in time, I'd just lose it, all over again."

"Hey." Kyouko interrupted, slapping Homura on the back. "There's no need to worry about that. None of us are going to die. We made it this far, right?"

"Yeah!" Sayaka added. "If its like what you said, and everyone seems to die before this...well, if we're all here now, then this must be the one that works!"

Homura nodded, her expression stiff. She wanted to believe their words so badly, but...for some reason, she couldn't bring herself to hope for it to be true.

Something would go wrong. She knew it.

But perhaps...things would go right, after all.

A sudden gust of wind whipped at the girls, nearly throwing them off balance despite their inhuman strength. Shielding their eyes, the girls looked past the torrent of rain to see a purplish portal rip its way into the gray sky. All around them, steel clad buildings seemed to forget about the laws of physics as they lifted into the air, suspended by seemingly nothing. Circus-like familiars and tethered, colorful ribbons gave way to the same purplish color, this one more tangible and all the more terrifying.

Walpurgisnacht, the witch with no barriers, the harbinger of the helpless, hovered over Mitakihara, laughing manically, as if it had not a care in the world.

Kyouko snarled, snapping off the last of her Pocky and downing the entire thing in one bite. She materialized her spear, swinging it in a graceful arc. "I guess this is it, huh?"

"Yeah." Sayaka muttered, readying her sword. "All or nothing."

Homura readied her SMG, loading a fresh magazine into it. Turning to the girls, she saw nothing but the fiercest of determination in their eyes.

"Let's do this."

* * *

><p>Kyubey paused his experiments when a tremendous roar shook the very earth beneath him. Looking up in shock, he saw the twisting cogs of the most powerful witch in existence, looming over the city like an ominous eclipse.<p>

Kyubey paled instantly.

"Oh no..."

If what Homura said was true, then this was the inevitable Armageddon for the human race. Normally, Kyubey wouldn't be worried about the outcome, since, no matter what happened, he would collect enough energy to reverse Entropy tenfold. However, his newfound emotions sent a surge of panic coursing through his veins, and suddenly his mind was on high gear, trying to find some solution to an inevitable slaughter.

Idly, Kyubey thought back to the times he didn't have emotion. His lack of shock at seeing the newly revived Sayaka chilled him to the very core. He should have felt ecstatic in that one of his warriors came back from the prison of Grief. Reversing the process alone was-

_'Reversing the process...'_

The small compartment in Kyubey's back glowed, and form it was spat an inert seed, its grief already drained and converted into thermodynamic energy.

"This better work..."

* * *

><p>Madoka and Hitomi stared beyond the community center's windows as the storm intensified tenfold. Most of the city was able to evacuate entirely, either reaching the safety of the community center of leaving the city altogether. There was little to do on their part save wait out the storm.<p>

Hitomi was shaking like a leaf. After the sudden revelations made to her just that morning, there was little that the girl could trust. Looking over at Madoka, she noticed her sitting there, quietly thinking with her eyes closed.

Prodding her on the shoulder slightly, Hitomi tried to get the attention of her friend. "Madoka?"

Cracking an eye open, Madoka came face to face with the green-haired girl. "Hey. Whatcha need?"

"How are you so calm during all of this? The end of the world is about to hit us, and-"

Madoka cut her off. "It's okay, Hitomi. Homura, Kyouko, and Sayaka are out there fighting. If anyone can defeat Walpurgisnacht, it's them."

"I guess..." Hitomi muttered, lapsing back into her own thoughts. "How do you deal with all of this?"

"Hm?"

"Was...it easy to accept this at first?" Hitomi asked. "Was it easy to see that girls were out there risking their lives for something like this? It just doesn't seem right at all!"

Madoka smiled slightly. "No, it wasn't easy. It still isn't easy. There's a lot you don't know, Hitomi...about the Magical Girls. About Sayaka."

"Such as?" Hitomi asked, confused.

"You understand the concept of the witches, right?"

"Yeah."

Madoka smiled slightly. "They never told you witches were Magical Girls brought down by despair...did they?"

Hitomi's mouth fell open in shock. "No...way..."

"Way." Madoka countered. "Sayaka fell to that as well. She became a witch for a time...but we were able to save her."

"How...?"

"It definitely wasn't easy. Homura didn't believe there was a way at first, and Kyubey...Ah. Sorry, you haven't' met him yet...but Kyubey didn't understand or really care either. He probably doesn't, still." Madoka said. "But we were able to bring her back. If we didn't'...Sayaka would surely be dead right now."

Hitomi was in shock at this point. "We should be helping...we should be trying to stop this thing..."

Madoka shook her head. "You're not contracting, Hitomi. I won't allow that. And besides, there's no way for me to help without dying either."

Hitomi was about to ask why, but Madoka cut her off. "Just trust me on that one."

"Madoka..." Hitomi muttered. "Did you contract?"

Madoka remained silent. The two girls continued to watch the pouring rain outside. Faintly, they could feel the reverberating clash of explosions beneath them. Others perhaps mistook it as thunder, or a crashing street pole.

But they knew better.

* * *

><p>Walpurgisnacht crashed to the ground in a graceless heap as the twin communication towers were blown off their hinges with a well timed C4 blast. The moment the dust cleared from the resulting explosion, Walpurgisnacht attempted to lift off once more, only to find itself jammed into the ground, several longsword jammed into the cogs on its body, pinning it to the ground.<p>

"Homura, NOW!" Kyouko shouted, driving her spear into the underbelly of the witch. Sayaka followed suit, sending a wave of swords towards the underside of the witch, before leaping away.

The moment the two fighters were within a safe distance, Homura activated the charges on her wrist. Immediately, several red lights began to glow ominously around Walpurgisnacht. Within seconds, the entire city block was alight in a towering explosion.

"Damn..." Sayaka muttered. "That's a helluva lot of damage."

"Don't let your guard down yet! You two, keep it busy! I'll ready the rockets!

Nodding, Kyouko and Sayaka launched themselves forward, cutting their way through waves of familiars. Homura leapt off the bridge and performed a graceful swan-dive into the river below her, activating a small button on her shield. Aligning her feet with the bottom of the river, she rose to the surface with the help of several SAM turrets, all armed to the teeth with armor-piercing rockets.

"_Same deal, you two!" _Homura shouted through the telepathic channel. _"Get away, now!"_

Silently praying that her mental command was heard, Homura stopped time, manually firing every turret that rose from the riverbed. All in all, thirty missiles were now frozen in the air, ready to fly.

Resuming time, Homura watched as the missiles impacted dead on into Walpurgisnacht, sending the massive witch crashing to the ground once more.

Kyouko and Sayaka, slightly singed, landed near Homura once again. Kyouko turned to Homura, slightly irked. "Can we do much else other than be bait?"

Homura flushed red slightly. "Sorry, Kyouko."

"Not a bother to me, just-"

Kyouko was cut off as a spinning gear slammed into her stomach, sending the spear wielder flying. The two remaining girls turned in slight shock, but were knocked away by beams of energy fired from the gears on Walpurgisnacht's back.

Quickly regaining their feet, Kyouko and Sayaka drew their weapons once more, going entirely on the defensive as a massive barrage of beams, waves, and familiars charged them from all sides. Homura stood still, her submachine gun aimed outwards, wanting to fire but not wanting to risk hitting Sayaka or Kyouko.

"Hey, Sayaka! You ready for that?" Kyouko shouted over the chaotic battle.

"May as well!" Sayaka shouted back.

_'What are they talking about?_' Homura wondered to herself. She watched the two girls disengage from the battle with a high leap into the air. Sensing the opening, Homura opened up with a full salvo of ammo, clearing away at least two dozen familiars with one magazine. Pausing a moment, she watched Kyouko and Sayaka land in the river, immersing themselves in the raging waters.

"What the heck are they doing?"

Homura's question was answered several seconds later as a low rumble coursed through her body. Looking down in mild panic, she saw the river itself part from the force of the tremors, and from it rise a massive behemoth of twisted metal.

_'What the fuck?'_

The monstrosity was easily thirty stories high; nearly as tall as Walpurgisnacht itself. In one robotic 'hand' was a massive Western-style Rapier, as long as at least forty city buses. In the other hand lay a gigantic, two pronged spear, only slightly shorter than the sword.

"_Homura? Meet Laus." _

Kyouko and Sayaka landed on each shoulder of the gigantic construct, closing their eyes. Simultaneously, blue and red lines of magic flowed from their bodies into the machine; it slowly groaned to life, propelled by magic itself. Stepping out of the river, it raised its sword high into the air, silently demanding a challenge from the maniacal witch.

"Holy shit..." Homura muttered, her jaw wide open. She quickly focused on the telepathic channel. _'How did you make this thing?'_

"_Pretty easy, once you get it right! All we needed was a shit-ton of scrap metal, and we let magic do the rest!" _Kyouko's voice filtered through. _"Our weapons won't do much against Walpurgisnacht, so we made a little something to compensate!" _

"_We'll still need your help, Homura." _Sayaka said. _"Keep the familiars off of us, and we'll take down the big guy here. Whatever you have to do, do it."_

Silently obliging, Homura took off, circling around their newfound ally, firing bursts from her submachine gun. Out of the corner of her eye, she watched in fascination as Walpurgisnacht was blown away by a powerful stab from Kyouko's super-spear.

Walpurgisnacht, still laughing manically, levitated into the air once more. Bringing several large buildings off the ground, it launched them towards Laus at an enormous speed.

Homura blew away another round of familiars when the telepathic channel came to life once more, Kyouko's urgent voice coming through.

_'Homura! Break off!'_

Wasting no time, Homura dove away from Laus, just in time to avoid the massive skyscraper that flew past her, She turned in shock, expecting the construct to be down for the count by the massive building.

Instead, she saw it standing tall, its massive sword out in front of it. Homura could only assume it chopped the building in half entirely, as two evenly bisected piece of skyscraper lay several dozen feet from Laus.

Wasting no time on speculation, Homura dove back into the action, blowing away several familiars trying to climb onto Laus with a few well placed bursts.

* * *

><p>Blown back by a sudden gust of wind, Kyubey regained his footing and resumed his long run towards the last known source of impact.<p>

There was only one way to prevent a tragedy. And he had to do it fast.

* * *

><p>A massive rumbling shook the community center, causing both Madoka and Hitomi to bolt upright, panting heavily. Both of their faces were ashen from the sudden tremor.<p>

"Madoka? You okay?" Junko asked her daughter, unsure as to why she was so frightened. A storm like this was unprecedented, sure, but to see Madoka in such a state of turmoil worried Junko to her very soul.

Without warning or explanation, Madoka stood up and began walking, almost zombie like, to the windows of the community center. Ignoring the merciless flashes of lightning coming within feet of the building, Madoka stood there, staring blankly out of the window. Worried sick, Junko caught up to her.

"Hey, whats going on?"

Madoka remained still.

Junko sighed. "Madoka, I can't help you unless-"

She was cut off, however, by Madoka, who, instead of reply, began going down the stairs, towards the exit of the building. Slightly shocked, Junko grasped her daughter's shoulder, spinning her around.

This time, Madoka noticed.

"Mama."

"Yes?"

"Watch over Hitomi. And Tatsuya. Please."

Junko could only stare at her daughter in confusion. "What...?"

"My friends are out there. They need my help." She paused, considering her next words carefully. "I...don't know why they do. I just know they do."

Lowering her eyes, she added a soft "Please."

Junko remained silent, fighting an inner turmoil within her head. How could she know her daughter was telling the truth? How could she trust her only daughter outside, alone, in the worst storm in the city's history?

The answer, strangely enough, came from Madoka herself.

"Mama. You said I was a good girl. You said I never make mistakes, and I know what to do to help people fix theirs. You can trust me. I'm not going to do anything dangerous or stupid. Please, let me go out there."

Junko raised her hand, wanting desperately to place it on Madoka's shoulder and drag her back to their family. But for some reason, she couldn't. Madoka's logic was sound, and to deny her this was to deny everything Junko had taught her over the past fourteen years.

Lowering her hand, she nodded once. When Madoka didn't move, she gave her a gentle slap on the shoulder, spinning the girl around and knocking her down a few steps.

Recovering quickly, Madoka turned around and offered her mother a warm, genuine smile.

"Thank you...Mama."

Without another word, she was out the door.

* * *

><p>"Junko? Where did Madoka go?"<p>

"To help her friends, Hitomi...to help her friends."

"I see..." Hitomi sighed. Pulling her knees up to her chest once more, she continued to wait.

Hoping that everything would be okay.

* * *

><p>Dodging yet another beam of energy from Walpurgisnacht, Laus continued its assault, sending its sword crashing into the gears on top of the massive witch. At the same time, it drove its massive spear forward, skewering Walpurgisnacht all the way through.<p>

The witch did not stop laughing though; with a simple teleportation spell, it reappeared several feet away from Laus, looking slightly worse for wear, but still ready and able to fight.

The battle raged in an agonizing stalemate, neither side able to overcome the other. Homura continued to dance around Laus, keeping the incoming waves of familiars away from the massive construct. However, Homura was quickly reaching her limits; her weapons were quickly running out of ammo, and she herself was running out of stamina.

Walpurgisnacht was once again slammed into the ground by a well placed sword strike, causing a nearby fuel line to detonate along with it. A torrent of fire launched the witch into the air, but once again did nothing only to increase the magnitude of the witch's laughing.

For a moment, it hung in the air, as if deciding what to do next. Laus, along with Kyouko and Sayaka, remained still as well, trying to sniff out any traps that the witch had planned.

Without warning, several beams once again launched from Walpurgisnacht, along with a fresh wave of familiars. Laus braced itself, ready to dodge the incoming attacks and counter effectively.

It paused, though, when Kyouko and Sayaka noticed the trajectory of the beams. They weren't aimed at Laus itself, but more towards its lower body. Maybe it was trying to hamper its movement?

Kyouko realized, a moment too late, that the beams were weaving back and forth, as if they were homing in on something...

"_HOMURA!"_

Homura turned towards the noise, then to the beams tracking her. Eyes wide with panic, she desperately tried to activate her shield's time stopping abilities. If she could avoid the attack...

Nothing happened.

The sand was dry.

She was out of options.

The beam collided with Homura dead-center of mass, sending her sprawling to the city block below her, The impact kicked up a fair amount of dust and ash, obscuring the injured girl from her friends eyes.

"HOMURA!" Sayaka shouted, trying to turn around and see whether she was alive or not. Before she could, however, she felt Laus twist around, something slamming into it as well.

"Shit!" Kyouko screamed, turning towards Sayaka. "Bail, _now!_"

Simultaneously, Kyouko and Sayaka dove away, the magic fueling Laus now returning to the girls' bodies as the skyscraper connected with the doomed construct. Though the two girls managed to avoid the impact of the building, the resulting collateral, as well as the flying debris, did a number on them. Sayaka felt a piece of jagged steel cut into her legs, stomach, and arms, wheras Kyouko felt her arm bend and scream in pain under the weight of a massive stone slab.

The dust finally settled. Kyouko and Sayaka blearily regained their senses. Sayaka was definitely down for the count, and Kyouko was in no shape to move either. Looking around, they found Homura not too far away, her leg trapped underneath a steel support beam.

"Homura...Kyouko..." Sayaka whimpered faintly, crawling towards the two girls. Kyouko reached out her hand, grasping Sayaka's in one and Homura's in the other. The gentle contact stirred Homura out of her unconsciousness. When she came to, noticing that both Kyouko and Sayaka were down for the count, she could feel nothing but the tears of dread in her eyes.

"Heh..." Kyouko chuckled briefly, before coughing in pain. "It was a damn good try, at least."

"Yeah..." Sayaka agreed, blood running freely down her face. "At least we gave it our best."

"But we still couldn't beat it..." Homura muttered weakly, tears flowing down her face. "In the end...it was all worthless..."

"Can it, Homura." Kyouko countered weakly. "At least...at least we made it this far. At least...we can end it together. One way or another."

Sayaka nodded as well, grasping both of Homura's hands along with Kyouko.

"Do it, Homura. It's okay."

Tears were pouring down Homura's face, but she reluctantly twisted her shield, ready to start the time reversal...

"I...I can't."

Homura dropped her shield to the ground. "I'm...tired. I don't' want to do this anymore. I don't want to see anyone die anymore..."

Squeezing both Kyouko's and Sayaka's hands, she smiled weakly. "I just want it to end."

"Can't say as I blame ya there..." Kyouko muttered. Glancing up at Walpurgisnacht, she smiled. "Well...see you guys on the other side, then."

"Yeah..." Sayaka smiled sadly, imagining Madoka's sadness at her second 'death'. "See you there..."

The three girls lay there silently, gentle smiles on their faces.

Waiting for the end.

* * *

><p>Several minutes passed. The wind was still churning violently. Walpurgisnacht's evil laughter was still hanging in the air.<p>

But they were not dead yet.

Opening her eyes weakly, Homura looked up into the face of a girl she thought she recognized. Pink hair, hung in place by two ponytails.

But that couldn't be who she thought it was. After all, Madoka Kaname never used a rose-tipped recurve bow. Nor did she wear a large pink dress that extended down to her knees.

This couldn't be Madoka Kaname. And yet...it was.

"Ma...doka?"

The girl turned to Homura, a sad smile on her face. Sayaka and Kyouko had opened their eyes too, to witness the spectacle. Madoka turned around to face the towering witch in front of her.

"Homura...Sayaka...I'm sorry."

Homura stared on in shock. Sayaka bit back a scream, knowing what was about to come next. Kyouko had a sad look in her eyes.

Turning around, Madoka readied a magically charged arrow, aiming in the sky towards Walpurgisnacht. Her final whisper seemed to echo across the barren city, ignoring the screaming wind and pouring rain.

"Take care of yourselves."

The reverberating _twang_ of the arrow was drowned out by their screams.

* * *

><p>"There they are!"<p>

Kyubey suppressed his elation. He finally found them! They were nearly dead, but that meant they were still alive! He could still help them!

Darting forward, he noticed them trapped underneath a small section of rock. If he could move the thing, then he could take care of...

Kyubey stopped. He didn't recognize the fourth girl at first. Nor did he recognize the arrow that suddenly arced into the air, straight towards Walpurgisnacht.

_'Shit!'_

Kyubey charged forward with all the speed he could muster.

* * *

><p>The arrow connected with Walpurgisnacht with perfect accuracy, driving itself straight into the heart of the witch. When the arrow finally came to a stop, it split off into several other arrows, a splinter shot that tore into the body at every angle. And when those arrows stopped, more came forth. It was a neverending assault in the body of Walpurgisnacht<p>

The massive witch crashed to the ground, writhing about in agony as the magical projectile did its job. Several agonizing minutes of pain-induced wailing came forth until every last particle of the witch was atomized.

Walpurgisnacht was no more.

Madoka, breathing heavily, collapsed to the ground. Glancing down at her Soul Gem, she watched in shock and awe as the amount of grief within it began to reach an overload.

"So fast..." she muttered. "Why...?"

Sayaka, using the last of her strength, crawled over to Madoka and tried to hold her, but wound up near collapsing on top of her in the process. Madoka didn't seem to mind, as the moment Sayaka came into range a soft smile split Madoka's lips.

"MADOKA!" Homura screamed as loud as she could. When did she contract? Why did she do it? She was going to die if she couldn't do something about-"

"Coming through!"

Without warning, a small, furry ball came charging through, straight towards Madoka. Without pausing for a moment of explanation, it hit Madoka's Soul Gem dead on.

Kyubey knew he had little time. Quickly finding the corresponding runes within Madoka's Soul Gem, he released the shadow rune engraved upon it. Instantly, Grief began pouring out of the Soul Gem, swirling around in the air in a chaotic storm of black.

Instead of dissapating into the winds, like Kyubey's sample grief, the black swirl seemed to concentrate together, before finally exploding, taking the form of a single, humanoid figure, distorted eyes and a flowing white robe covering its body.

"What...is this monstrosity?" Kyubey muttered, turning around towards the girls. None of them were in any shape to fight at the moment, either from massive injury or exhaustion.

He would have to do this one his own.

The demonic being raised his head, screaming in an unearthly voice as a lance of rainbow-energy arced its way towards the Incubator. Deftly leaping to the side, Kyubey rolled once more, avoiding a robed claw that crashed down on the position he was in moments before.

Kyubey shot to his feet, glancing back at Madoka. Her Soul Gem was now a bright pink, shining brightly as the grief from it was freed.

_'Wait a minute...'_

The grief from Madoka's seed was filtering out and being absorbed into the form of the demon. If that were the case, then...!

The latch on Kyubey's back, the energy-conversion chamber that took the lives of so many Magical Girls, opened, glowing brightly. From it, a small, white seed was spat out, spinning in the air before landing on the ground in front of Kyubey. Turning towards the newly formed demon, his green eyes burning fiercely.

"You will not harm them any more!"

With a cry of triumph, Kyubey punted the seed at the demon. Immediately, the physical manifestation of grief was sucked into the Seed of Purity, unleashing screams of fury and anger as its very body dissolved into nothingness. When all was said and done, nothing was left but a cloud of dust and the echoes of the demon's final scream.

* * *

><p>Unlatching his back once more, Kyubey caught the seed and converted it into energy before turning towards the now-slowly awakening girls. Madoka had regained consciousness fully, the grief-filtering process in her gem completed. Sayaka, Kyouko, and Homura were all still groggy and dazed from their injuries, but were awake and somewhat alert nonetheless.<p>

All of them stared in shock at Kyubey. The construct that just saved them from an eternal hell.

"Did...that just happen?" Madoka asked weakly.

"Yup." Kyubey affirmed, turning towards Madoka.

"But..." Homura spoke up weakly. "Green...eyes..."

"Ah, yes...I'll get to that shortly." Kyubey interrupted. "But first...Madoka. You're the only Magical Girl with enough energy at the moment. You need to heal the others, quickly."

"Okay." Madoka said, determination filling her eyes once more. Moving to each girl, she spread her hands over their bodies, pink light filling the air as their wounds closed into nothingness.

Homura sat up blearily, focusing her attention on the green-eyed construct sitting right in front of her. She immediately shook her head, trying to focus, before looking back at Kyubey once more.

"Kyubey...what the hell happened to you?"

"A lot, to be honest." Kyubey replied. "I'll explain all the fine details later, but for now, all you need to know is that it's over."

"It?" Kyouko piped up, still shaking slightly. "What do you mean, 'it'?"

"Witches. Grief. Sacrifice." Kyubey replied, pacing. "Some of it may remain, but for the most part...it will be gone. All of it."

Homura was about to retort, but noticed the look in Kyubey's green eyes. For some reason, there was something different, aside from that color, to Homura. His smile was far too gently, his eyes were far too radiant...almost compassionate.

Wait, that couldn't be right. Kyubey was an emotionless incubator! How could his eyes show compassion when he had no understanding of the subject?

"Rest assured, Homura, I haven't gone insane." Kyubey piped up, breaking Homura's train of thought. "I'll explain the details later, but for now we need to focus on the cleanup. Be a bit hard to explain to humanity why buildings are floating everywhere, huh?"

Kyouko chuckled without thinking at Kyubey's light statement, whereas Sayaka and Homura stared on in shock. Madoka merely smiled.

"So...is it over?" Sayaka asked, getting to her feet.

"Yeah..." Homura replied, smiling slightly. "Yeah. I think it is."

Despite her confusion, the newfound personality of Kyubey, and the cleanup that had to be done...one thing was certain.

She had found her exit.

* * *

><p><strong>Chapter End.<strong>


	10. Epilogue: A Girl's Hope

Here we are. The final chapter. This story- and my peace of mind...can finally rest. Regardless of whether the majority saw this as good or bad...I'm proud of this fic.

Anyways. Let's finish this off.

* * *

><p><strong>Epilogue<br>****A Girl's Hope**

* * *

><p>The once quiet classroom was abuzz with activity as a middle-aged woman paced about, near-yelling at the top of her lungs on a random tangent. The students, half expecting such a reaction, were used to the sudden outburst from their teacher, but were still stunned into silence nonetheless.<p>

Stopping her tirade, Kazuko slammed her ruler onto the desk, her eyes ablaze.

"Boys! You remember today's lesson, don't you?"

Several shaking hands immediately shot into the air, and a chorus of 'Yes ma'am?' was heard throughout the room. The girls were chuckling slightly, but their mirth was short lived as their slightly-insane sensei turned upon them.

"And girls! Should you ever be convinced by your man that laundry is only to be done twice a week, as opposed to three times, get out of there! Just leave that relationship immediately! _Am I understood?_"

Another chorus of panicked agreement rang through the room. Nodding affirmatively, Kazuko smiled. "Then that will do it for today's lesson. Class dismissed!"

As the students slowly began filing out of the room, Kazuko looked around at her students. Madoka, Sayaka, and Homura were absent again, and she was having a hard time leaving their lack of presence unpunished. Almost as an afterthought, she looked around quickly, catching the glance of an olive-haired girl.

"Hitomi!" Kazuko called out. "May I speak with you a moment?"

"Yes ma'am." Hitomi replied, picking up her bag. Excusing herself from the small group that had crowded around her, Hitomi bowed slightly to Kazuko. "What can I do for you?"

"Have you seen your friends lately? Their absences have been...noticeable, and-"

"Oh!" Hitomi cut in. "Sayaka's been having appointments for some therapy. Madoka went with her because she was nervous. I thought they left you a note?"

Kazuko looked confused. Didn't Sayaka adamantly refuse the treatment? "No...I received no such note."

"Huh..." Hitomi paused, thoughtful. "Well, that's where they are. Homura was requested to be there as well, though I'm not sure why."

"I see..." Kazuko said, digesting the information. "Alright. That is all, Hitomi."

"Okay!"

Without another word, Hitomi exited the classroom, leaving a befuddled Kazuko staring after her.

Once she was safely out of sight from her teacher, Hitomi set her bag down by her locker and closed her eyes. Immediately, the familiar telepathic link opened, and she heard the scattered voices of girls echoing in her head.

Tentatively, she reached out. _"Hello?"_

"_Ah, Hitomi!" _Kyouko's voice came through, loud and brash as always. _"Finally get that teacher off your back?"_

"_Yeah. But she's starting to get suspicious. You guys need to start coming soon, you know that? I can't cover for your daytime demon hunts for much longer."_

"_We know, Hiotmi." _Homura replied. _"With any luck they'll stop their daytime appearances once we've whittled down enough of them. It's a never ending battle, but..."_

"_I know. Just do your best." _Hitomi thought back. With that, she closed the link, picking up her bag once more and starting towards the exit.

Wondering just how she would cover for the girls tomorrow.

* * *

><p>Exhausted, grumpy, and slightly inebriated, Junko Kaname clumsily unlocked the door to the house, stepping into the cool air conditioning. The immediate onslaught of cold air only seemed to worsen her headache, eliciting a small moan of pain from the woman.<p>

Making her way to the kitchen, Junko tossed open the fridge door and grabbed a bottle of sake, clumsily pouring a glass for herself. Drinking never helped a headache, but after the day she had with corporate executives and bureaucratic bullshit, she needed it.

With a great sigh, Junko flopped into a kitchen chair, downing half the sake in the glass in one gulp. Idly, she twirled the remainder of the liquid, wondering just how she was going to get back at her boss for-

Junko paused. On the table was a small white note, written hastily in pink markings. Lifting the note closer to her face, she squinted, trying to make out the words...

_Mama..._

_I'm at Hitomi's house again. Sayaka wanted me to be there. Sorry!_

_~Madoka_

"Brat finally knows how to spend time with her friends..." Junko muttered to herself, smirking.

Kicking back onto two legs of the chair, she began idly twirling the sake glass once more.

"Still need to have a drink with that girl..."

* * *

><p>The final rays of sunlight cast their waning glow over the city of Miktaihara. Even in the evening glow, the city began to light up as the darkness around them closed in. Clubs opened their doors for the people's enjoyment, and city skyscrapers with their lights still on towered above like a massive beehive. The suburban districts were mere motes of light, but gave off enough to twinkle like a holiday tree in the vast night sky.<p>

Atop one of the highest buildings, an accounting office in the financial district, four girls dangled their legs over the rooftop, swinging them nonchalantly. The spoils from their recent hunt lay in a neat pile. Under any normal circumstances, they would have been used to drain the grief from their Soul Gems to restore their magical integrity.

Thankfully, that system was no longer in play.

Behind the girls, a small white construct materialized, his green eyes scanning the Soul Gems laying about. "I'm guessing the fight went well?"

One of the girls, a redhead, turned around, a too-wide grin on her face. "You're damn right it did! Those bastards can't move for shit, right guys!"

"Cool it, Kyouko." The blue haired girl replied, chuckling. "This is coming from the girl that tried to take on five at once, after all!"

"I would have handled it!" Kyokuo retorted. Then, her voice lower, "If you hadn't come charging in like a damn hero..."

Sayaka merely chuckled. "Whatever suits your fancy, spear-head." Glancing at the person next to her, Sayaka grasped the pink haired girl's hand tightly, relaxing slightly as she did so. "I'm just glad we got out alive. That's all that matters to me."

"Yeah..." Madoka replied, nestling into Sayaka's side. "As long as we're doing something useful."

Kyouko watched the two with a silly look plastered on her face. She casually stuck out her tongue at the couple. "Geez, you two, get a room already! I think I'm gonna be sick..."

Madoka playfully stuck her tongue out back at Kyouko. "It's not like we're doing anything bad!"

The conversation dissolved into a tirade of playful insults, Kyouko quickly going on the defensive when Madoka brought up how she was still single after so long. It was several minutes before the redhead finally resigned, grumbling to herself in mock annoyance, but still with a smile on her face.

Kyubey chuckled at the girls antics, his ears twitching in amusement.

"Sometimes I wonder if it really is useful..."

All three girls plus the construct turned at the new voice, Kyouko looking at the owner of it with a perplexed look. "We're killing demons. That's useful, no?"

"We're killing demons, but using our magic only creates more." Homura replied, her voice sullen. "Our grief is no longer contained within the gem, true...but for every demon we defeat, another will take its place." She held up her Soul Gem, shining bright considering their near-constant battling. "We may live, but as long as we live, our grief will create more demons."

She sighed, her eyes downcast. "It's tiresome. Nothing but a stupid, never-ending cycle."

Kyouko moved to Homura's side and set a hand on her shoulder, a comforting gesture the time-warper seemed to appreciate, if only slightly.

"This system is better though...right?" Kyubey asked hesitantly. "I know its not much better, but it's the most I was able to do-"

"It's not right, no."

Kyubey's face between sullen, guilt apparent in his eyes. "Homura..."

"Don't say it." Homura retorted.

Kyubey winced, but nodded.

"I know...I know you're sorry." Homura said, surprising Kyubey. "And I also know that being sorry can't bring back the people that already died. What you did was callous and stupid, and nearly destroyed humanity as a whole."

Kyubey nodded once again, his eyes downcast.

"But..." Homura looked up, a small smile on her lips. "That doesn't mean you couldn't change. Even if it did take a completely illogical wish."

"Homura..."

"Maybe this isn't the best system. Maybe we'll be stuck fighting for the rest of our lives. But..." Homura smiled, and did something the construct did not expect, and patted him on the head.

"I'm glad you finally understand, Kyubey. I'm glad you're around."

Kyubey smiled, closing his eyes. "Thank you, Homura."

Before she could reply, a scream echoed through the city, followed quickly by several more, equally as intense. The sound was inhuman, grotesque, and filled with pain and sorrow.

"Demons" Kyubey declared, racing up to Homura's shoulder. "I've never heard them like this. Whatever's going on sure has those beasts in an uproar." Turning his head left and right, he tried to zero in on as many of the creatures as possible. "They just don't stop coming!"

"No sense complaining about it." Homura stated, motioning for the other girls to get ready. The girls picked up the demon cubes and tossed them to the incubator, who quickly retrieved and converted them.

Kyubey looked at the girls, a small frown coming to his face. "Be careful out there...Although I have a feeling you all will be alright."

"You better not expect anything less!" Kyouko retorted, giving a thumbs up.

Sayaka sighed, her and Madoka sitting up together. "Had a feeling our downtime would be pretty short." She stretched, re-grasping Madoka's hand. "Ah well, can't be helped. Ready, Madoka?"

"Ready." Madoka said, smiling all the while.

Kyouko rolled her eyes, materializing her spear as she did so. "Lovebirds..."

The four Magical Girls leapt off the roof of the building, sailing towards the ground at high speed. Lit windows and buildings whizzed by on their descent to the ground.

Madoka and Sayaka landed first, rolling in tandem, their hands still entwined. Kyouko landed next, skidding clumsily from the high fall. Homura followed up afterwords, absorbing the entirety of the impact with fluid ease.

As if on cue, several three-story high monstrosities appeared, covered in black and white robes. Their faces were distorted, with dark cubes swirling around their disfigured heads. The cubes glowed with bright energy, charging up for an attack.

Sayaka immediately readied her sword, releasing Madoka's hand and stepping in front of the group. Madoka materialized several arrows, while Homura pulled from her shield a newly-acquired submachine gun. Kyouko readied herself next to Sayaka, her spear held out in a defensive position.

"You know..." Sayaka said, her eyes shifting to check the movements of the demons. "Despite the fact we're fighting a lot more...this world seems so much safer now."

"It's a world we protected," Madoka said, smiling. "It's a world where our hope has meaning."

"But even so, there can never truly be an end to suffering..." Kyubey mused."Happiness, grief...they will always exist with human emotion. That's simply how things work."

Homura smiled, briefly looking at the Incubator on her shoulder. "I don't think that's so bad." Glancing at everyone, she met their eyes, all full of determination. "After all, giving you emotion worked out in the end, didn't it?"

Kyubey sighed, but smiled all the same. "You're right. You truly are."

Homura released the safety on her submachine gun, aiming it outwards. "Ready?"

Kyouko nodded. Madoka and Sayaka simply smiled.

The demons roared once more, recognizing the presence of the Magical Girls. They began to lumber forward, ready to join in combat.

"There's plenty for all of us, guys." Kyouko said, her eyes twinkling. "May the best redhead win!"

Magical Girl and demonic creature met head on, and the battle was joined.

* * *

><p><strong>Story End.<strong>

* * *

><p>And there we have it. The longest story I've done by far. Thank you to everyone that stuck with this until the end. Looking back, there are a lot, and I mean a <em>lot<em> of things I want to improve, but...that's for the next story.

As for my next story? Dont' expect to see one of this magnitude for a while. I'm going to probably write the entire thing before posting the first chapter here. It'll be a PMMM/Tales of Symphonia crossover, so its probably going to be a very limited audience, but...meh. Ideas are ideas.

Thank you to everyone that read this. Until next time, take it easy.

~MS


End file.
